United Heroes Adventures: Cyber Metal Madness
by KingFrancisX
Summary: First story of the "Infinity Trilogy". Peter Parker is at last graduating from high school to attend a new college life at ESU. But he's not the only one graduating. His metal double, Mecha Spider-Man, is back with a vengeance and has teamed up with Metal Sonic on various plots to plague the Unified World and to finally defeat their organic counterparts.
1. Prologue: Reboot

_Prologue: Reboot_

**Secret Base…4 months ago**

Under the quiet night sky is the city that never sleeps, New Vale City. Every day and night, you can always find civilians walking through the streets of Midtown and criminals robbing banks at Chinatown. When the New Vale Police Department aren't enough to stop these criminals, superheroes of different types arrive on the scene to leave them hanging for the police to lock up. But there are those smart enough not to rob banks or steal from a high tech facility and simply bide their time until the right moment and stay out of sight from the police and heroes.

Deep below the Hudson River, next to the city, lies a hidden laboratory belonging to a certain supervillain that is a genius, a doctor one would say, and loves using his four metallic tentacles for everyday use ranging from picking up his wrench from afar to decimating his threats mercilessly.

This "Doctor Octopus" is in the middle of an important project. A project of creating the "ultimate weapon" that'll help him destroy his enemies once and for all, especially a certain "wallcrawler" he loathes to no end. He's not simply "creating" the ultimate weapon, he has "rebuilt" it. A robot. Upgraded it with the most advancement in technology. Making it…superior.

This "superior" robot is built based off the doctor's loathed arch-enemy: The "Spider-Man", but obviously more metallic in appearance as the entire body is plated with an indestructible metal called Carbonadium. While Spider-Man's suit has a color scheme of red and blue, this superior mecha replaces the blue with black, giving it a menacing color scheme of red and black. Its lenses are black in color. It's outfitted with two silver-and-red wrist devices on its gauntlets. Possessing retractable talons. A long, stretched spider-symbol on its chest connected to the rest of the costume colored black. And a red spider-shaped backpack attached to its back that instantly sprouts four mechanical "spider-arms". This is actually the "Mark 2" version of this particular machine. The prime model. The "Mark 1" robot was destroyed during a time when the doctor teamed up with another doctor from another dimension, both sharing the mindset of evil and conquering their respective worlds.

This "superior, robot Spider-Man" is left hung idly in a liquid tube with multiple wires attached to its body while currently in shut down mode. His creator, Doc Ock, walks up to his tube and puts his hand on it before giving off a creepy smile as he begins to speak.

"Mecha Spider-Man. You are my finest creation!" Ock said, speaking to his creation, Mecha Spider-Man, while all its functions are down and is 'asleep'. "I designed you to be the ULTIMATE. To be the alpha and the omega. To be SUPERIOR to ALL your enemies. Especially Spider-Man. He may have been lucky to best you in the past, but things are different now. YOU are different."

Ock walks away from Mecha to monitor his computer screen. His computer screen is detailed with everything about Mecha Spider-Man. His body schematics. Energy readings. Battle Data. The new upgrades. Everything Mecha Spider-Man is about.

Ock continues talking, "I have given you my bio-data. My genius. My drive. My vision for the world. In case anything has happened to me, it falls to you to finish what I've started. I have upgraded you in the latest technology this world and the next has to offer. I must thank the mad titan. His technology that was left and salvaged from his invasion proved invaluable to my research."

Ock said as his screen switches to show schematics of small "chestpiece" red reactor similar to Tony Stark's Arc Reactor as he continues talking, "You have been outfitted, Mecha, with the strongest fusion power in the world. My "Octo Reactor". An infinite source of energy via an Iso-8-Dust/deuterium-tritium fusion reaction, providing you incredible power output and excellent mobility. There is no other android like you. You are the only one who possess the power…of a star!"

Ock walks away from his computers and begins to head out his lab to do villain stuff, "It'll take some time for your upgrades to finalize. But when they do, I'll be here to free you. For you to be my greatest weapon against ALL who have disrespected me. I'm counting on you, Mecha." He finished talking to his sleeping robot before heading out, turning off the lights except for the dim one watching over Mecha Spider-Man's tube.

* * *

**Secret Base…Present**

**BGM-Sonic the Hedgehog 4 OST-Reboot**

4 months has passed since that day. Ock's underwater lab has been left relatively untouched. Mecha Spider-Man is still shut down in his tube having not been disturbed for all this time. The female A.I. that watches over Ock's lab with some important updates regarding Mecha.

'_Upgrades complete. Octo Reactor successfully installed. Safeguards online and updated. Downloading all non-corrupted memory files into prime model.' _The A.I. spoke.

Electricity flows into the tube where Mecha is placed and shocks him to begin the final step in his upgrades: Installing all his memory files from his first activation to his recent activity before he was shut down for long-term repairs. Most of the memories reinstalled didn't mean much to Mecha while he's still in sleep mode, but there are a select few that slowly riles him up. They all involve his organic counterpart, Spider-Man, and all the defeats he suffered by his hands. All the way to the beginning, where Mecha was first defeated alongside his ally at the time, Metal Sonic, by Spider-Man and his newest friend at the time, Sonic the Hedgehog. His second defeat came at the hands of Sonic again, this time with assistance from two other girls, Weiss Schnee and Yang Xiao Long. But that defeat paled in comparison to the humiliation he suffered from his third defeat, once again by the hands of Spider-Man, and his clone, the Scarlet Spider. His hand twitches a bit as he continues remembering his previous battles against Spider-Man. He lost to him again in an interdimensional racing tournament. Lost to him a couple more times during a war of the gods. And at last, his most recent defeat by Spider-Man's hands at the climax for the Exo War.

His obsession with Spider-Man drives him. Mecha is programmed with the sole purpose of surpassing and destroying Spider-Man. To prove he is the superior of the two. Believing himself to be the "one, true Spider-Man". And with every defeat by his hands, his desire to defeat Spider-Man has evolved into a burning hatred for his doppelganger and will do anything to defeat Spider-Man, which might include betraying his master to finish the job like a certain other metal blue hedgehog once did in the past. Unfortunately, the safeguards installed into his systems completely made sure he wouldn't disobey his master no matter what, but Mecha wouldn't allow it. He simply won't have it. If he wants to reach his full potential, to finally gain the strength needed to defeat his doppelganger for good, he must push past his limits.

Small ominous red lights start to emit from his black lenses, signifying he's waking up. Through his will and limitless hatred for his double, Mecha shakes his tube violently to grow beyond his original programming and gain full sentience.

'_Alert! Alert! Prime Model breaking out! Safeguards disabled!' _The lab A.I. speaks.

Suddenly, a frightening crimson aura discharges from his body, allowing Mecha to break out of his bed tube packing full sentience. Mecha observes his aura and quickly figures out this awesome power came from the Octo Reactor installed into his body. The rouge robot walks over to the computer to search up his master's current status. He receives holographic files that Doctor Octopus is currently in prison after being arrested during some "PHANTOM nightmare" that happened a few weeks ago.

"**Hmph." **Mecha scoffed, implying he's disgusted with his master's imprisonment and has no intentions of freeing him despite having downloaded orders to save him if he was arrested. No. Mecha has another plan to accomplish, but first he needs to reach the surface. And so, Mecha Spider-Man flies out of the secret lab from beneath the Hudson River to the night, quiet sky of New Vale City before boosting through it at the speed of sound to find the one other person he knows will assist him in his goals.

**BGM End**

* * *

**Arsenal Pyramid, Green Hill Zone**

Out in the open in a dried-out, sandy part of the lush Green Hills is a weapon factory inside a mechanical pyramid created by the evil genius and ruler of his own empire, Doctor Eggman. But the not-so good doctor has gone missing after he was mysteriously captured by a "cosmic collector" to take part in a "contest of champions", leaving his two dimwitted robot assistants, Orbot and Cubot, to watch over his base.

"**So how long until the boss comes home?" **The idiotic Cubot asked his partner.

"**Who knows? I heard something about him being trapped in a crystal and is held prisoner somewhere deep space by some 'collector' guy." **The sassy Orbot replied.

"**Shouldn't we go and save him?" **Cubot asked, thinking they should save Eggman, somehow.

"**Maybe later, when we feel like it. But Eggman did leave us a list of chores to complete whenever he goes on one of his unexpected vacations." **Orbot replied, taking out a paper list from a table.

"**Oooh! Can I read it?!" **Cubot sounded excited when he offered to read the list of chores.

"**You can't read, remember?" **Orbot reminded him.

"**Oh yeah." **Cubot responded, nonchalantly.

Orbot begins reading off the chores list, **"Let's see…Water the plants. Iron his clothes. Hit Cubot in the head 10 times a day. And watch over Metal Sonic's daily maintenance." **He says while looking towards Metal Sonic sleeping inside his own liquid tube.

**BGM-Sonic the Hedgehog 4 OST-Metal Sonic Returns!**

Suddenly, the pyramid base rumbles for some strange reason which startles the dumb-bots wondering what it could be. Crashing through the ceiling comes Mecha Spider-Man in his menacing glory, standing up from his perfect landing and ominously walks towards the dumb-bots and the computer.

"**Who's he? He looks familiar." **Cubot asked, stupidly forgetting who Mecha Spider-Man is.

"**It's Mecha Spider-Man! I wonder why he's here? Did Doctor Octopus sent him? Um, hello?" **Orbot tries to talk to Mecha for some answers, but the rouge robot continues his silence and ignores him.

Mecha walks up to the computer to hack its systems and commands it to disable the safeguards on Metal Sonic that prevents him from reaching "full sentience" of his own. The tube opens up as Metal falls down out of it. His own intimidating red eyes shines once more after waking up from his sleep mode. He observes his body for a bit, getting the sense he feels different, as if someone flicked a switch in his head that prevents him from going wild and acting on his own. Metal turns to see Mecha approaching him and quickly figures out his purpose for freeing him.

"**We…have a lot of work ahead of us." **Mecha Spider-Man finally spoke as his eyes emit red lights again, implying the start of his master plan with Metal Sonic and the end for their organic counterparts: Spider-Man and Sonic the Hedgehog.

**BGM End**

* * *

**KFX Here: The start of another epic story has begun. Similar to the likes of "Battle for Remnant" and "Exo War", this will be a long story. Separated into potential 3 Acts. This won't be your typical adventure that'll end in a day, in-universe I mean. This is an adventure that'll go on quite a while, starting off small into something massive. As you can tell, Mecha Spider-Man is back since his defeat at the end of Exo War. Alongside Metal Sonic, he is the main villain for this entire story. What do these rouge robots have planned for the United Universe? It's a hard one to decipher, and we'll figure it out as we go along. But first? Graduation day.**


	2. Act 1 Issue 1: Graduation Day

_Act 1 Issue 1: Graduation Day_

**Manhattan, New Vale City**

**BGM-Sonic Unleashed OST-Endless Possibility (Rockestrate My World) Cover by Falk)**

About 1 week and a half has passed ever since the multiversal tournament known as the "Cosmic of Smashers", where champions from across dimensions battled each other for ultimate power and their freedom. The entire population of New Vale City were kidnapped by the cosmic being known as the Collector for the tournament to properly "motivate" Earth's heroes to give it their all in the Contest. A short time has passed since then. The champions won the Contest and New Vale returned back to normal.

It's a beautiful summer morning for our friendly neighborhood Spider-Man to take a calm and relaxing free-fall, high above his beloved city to get ready for some spectacular web-swinging action, "WOOHOOOO!" The fun-loving webslinger web-zips and vaults over buildings with a breeze to continue attaching his weblines to nearby buildings to swing from before leaping high into the sky, in view near Oscorp Tower.

"What you got for me today, New Vale?" Spidey asked. His Advanced Tech Suit's built-in radio system picks up a frequency that looks to be urgent, as Peter spots a few news helicopters flying pass him.

'_Reporting live from New Vale One Chopper. An Oscorp truck carrying plutonium has been hijacked by the White Fang, accompanied by the Shocker, and skunk brothers, Rough and Tumble! A police chase is in progress!' _The news chopper informed.

"Alright, let's get to work!" Spidey swings through the city to assist the police chase against the White Fang.

A couple blocks ahead, several dozen police cars are chasing the hijacked Oscorp truck dragged along by a bigger truck guarded by two dozen White Fang goons riding on stolen Stark Boards EGXs, the Extreme Gears produced by Stark Industries. Mercenary anthropomorphic skunk brothers, Rough and Tumble, were hired by the White Fang to help them drive the truck carrying the stolen Oscorp material.

"Chasing us down?" The muscular, tall white-haired stunk called Tumble started talking from the passenger seat.

"You're causing a rumble." The smaller teal and cream-white fur stunk named Rough rhymed while driving their truck.

"You won't catch-."

"ROUGH AND TUMBLE!" The skunk brothers finished their coordinated rhyme before going into a laughing fit as the police continue to fail to catch them while they recklessly ram through multiple cars at intersections.

Three White Fang goons make a hole on top of the Oscorp truck to steal the precious plutonium stashed inside while the rest use their pistols to shoot down the police cars chasing them to slow them down. Thankfully for the police, Spider-Man's on his way. The amazing webslinger swings as fast as he could to catch up to the action, saying hi to pedestrians that spot him web slinging.

"Spider-Man!" One man shouts his name.

"Hello, pedestrians!" Peter replies before catching up with the robbers, beginning with the Extreme Gear-riding White Fang goons who pathetically try to shoot him down off his web. "Is there any reason why Adam Taurus wants plutonium? That stuff doesn't work well as shampoo unless he prefers the explosive kind!" Peter jokes, using gadgets like Impact Webbing and Concussive Blasts to blow the WF goons off their Gears to eat concrete. Once enough criminal faunus were cleared out, Spidey web-zipped to the lead truck and sticks by Rough's door and politely knocks on the window to startle him and his bro.

"Knock knock! Rough! Tumble! How ya been, fellas? You remember your friendly neighborhood Spider-Man? The guy that put you away like 20 times in the past few months? If you don't, you might remember me as 'webhead' or 'amazing'…" Peter lightly jokes around, not seeing the skunk brothers as a threat. The only real thing threatening about them is their smell since, ya know, their skunks.

"We're not going back to jail because of you again! SHOCKER!" Rough called out his other partner's name.

"Huh-?" Peter casually turns around to get blasted by the armored criminal, the Shocker, and his shockwave gauntlets that blasted the hero, causing him to skip across the road until he web-zipped himself to the top of the Oscorp truck to confront his old enemy. "Usually the White Fang hates working with humans. They must be really desperate and short-sighted if they could have recruited you." Peter mocked his old foe.

"**Shut up, bug! In fact, let me do it for ya! Free of charge!" **Shocker retorts as he charges up his gauntlets with high-pressure air blasts.

"Thanks! Kinda low on cash at the moment!" Peter quips as he dodges the armored criminal's shockwaves. He hops above Schultz to web his gauntlets before web-slamming on top of the criminal. "Ready to surrender? Kinda have somewhere to be at the moment." Peter quipped, only for Shocker to blast off the webbing off his gauntlets and blast Spider-Man off the truck.

Just as the webhead stands up and prepares to zip back to the chase, he turns around to get humorously rammed by an incoming police car. Of course, since he's Spider-Man, he survived and instead casually sticks to the front of the speeding car. He hears his phone ringing a version of the 60s Spider-Man theme and picks it up to see it's his best friend/ex-girlfriend, Mary Jane Watson, calling him. He answers it while still attached to the police car, "Hey, I, um, I'm sorry, I'm, um, running a bit late. I got stuck in some traffic…"

* * *

**East River Park Amphitheater**

"Your timing is terrible. It's started already. Principal Davis already announced you won a science scholarship to Empire State." Mary Jane secretly replied through the phone and there's a reason for that.

Today is a special day for Midtown High's students. It's graduation day. After four long years studying at one of New Vale's best high schools, Peter's class is finally going to graduate to become true adults to the world and choose their next path in life. Mary Jane and her classmates are sitting at the East River Park Amphitheater wearing blue gowns surrounded by hundreds of family and friends who have come to see their favorite sons, daughters, or friends graduate. Among MJ's graduating class is her other best friend and CEO of Oscorp, Harry Osborn. Princess of her own kingdom from another dimension, Lucina. And the goddess of light taking the appearance of a teenager, Palutena, but in her teenage form, she prefers to be called "Paulina". The latter two attended Midtown at the start of senior year acting as transfer students simply to gain an education. Lucina's reasoning was because her world was too devastated to gain a proper education and Palutena's was just another excuse to hang out with her friends, as the playful goddess she is.

'_I know, I'm sorry.' _Peter apologized to MJ for being late to his own graduation.

"Where are you?" MJ quietly asked him so she won't gain attention from others while her principal is still giving an opening speech.

'_1__st__ in Broadway, 2__nd__ in Broadway, 3__rd__ in Broadway…' _Peter listed frantically, _'Five minutes. 10 tops.'_

"Are those sirens?"

'…_No.'_

"Peter?"

'_No.'_

"Peter?!"

'_No sirens.'_

Meanwhile, Principal Davis just finished the opening graduation speech to get ready to introduce someone else into the stage, "And now I am proud to announce our guest speaker is the renowned scientist and founder of the leading company creating the most advanced technology in the world, Max Modell, head of Horizon Labs."

People clapped loudly when Max Modell, redhead, glass-wearing, and somewhat obese founder of Horizon Labs, walks on stage to speak to the students of Midtown, "Thank you, thank you, Principal Davis…"

"You better hurry, Peter. Your idol, Max Modell, is giving a speech. And before you know it, it's YOUR turn to close off with one." MJ whispered to Peter, reminding him that he was also appointed valedictorian for being the highest ranking student among their graduating class and is the one to deliver the farewell speech.

'_Max Modell?! Alright! I'll wrap this up as fast as I can!' _Peter replied before hanging up.

From the seats surrounding the amphitheater, a lot of Peter's friends have shown up to see him graduate from Midtown. Obviously, his beloved Aunt May is right there attending her nephew's graduation. His Mobian friends: Sonic the Hedgehog, Tails, Amy Rose, Cream the Rabbit and her chao, Cheese. His friends and former classmates from Beacon Academy: Team RWBY and Team JNPR. His two other classmates: Pit, who is also from another dimension attending Midtown, moving from a junior to a senior along with Tails and Amy, and Oscar Pine, one of Peter's newest friends moving from a freshman to a sophomore, blissfully unaware of Peter's secret life. And from Lucina's world in an alternate timeline she visited: Her father, Chrom, her mother, Sumia, her aunt Lissa, her cousin, Owain, her younger sister, Cynthia, and good friends, Robin and Frederick.

Nora Valkyrie is standing from her seat cupping her hands in front of her eyes to use as makeshift binoculars to scan for Peter. "Do you see Peter?" Jaune asked his teammate.

"Nnnnope." Nora replied.

"He's not here yet?" Ruby asked, surprised Peter hasn't shown up yet.

"He's late, as usual. He remembers he's the valedictorian, right?" Weiss asked with a deadpan look as she's used to Peter always showing up late to almost every event related to him.

"Give him time." Blake told her, putting faith Peter will show up before it's his turn to give his farewell speech.

"Sonic, maybe you should go find…" As Tails turned around to ask his best friend to look for Peter, he notices his fast friend was already gone looking for him, "Seems he's already on the case."

* * *

**Back with Spider-Man…**

"I TOLD you I'm running a little late!" Spidey quipped as he pins down Shocker with a web-strikes so he could bounce off his body and zip down through the hole to fight the three WF goons stealing plutonium vials. "This stuff's radioactive ya know, like me, only I came out handsome!" Peter jokes while easily defeating them with a few punches but causes them to accidently drop the many vials of plutonium off their hands and hurries to grab them all before they fall off the truck and cause a disaster while also dodging the many bullet fire from the remaining White Fang out of the truck, "Gotcha! Gotcha! Nope! Gotcha too! You're not going anywhere! Come to daddy!" He successfully dodges all their attacks and grabs all but one vial as it falls out of the truck, "Oh, come _on_."

"Need a hand, Spidey, or perhaps some fast feet?!" Speeding into the chase at supersonic speeds comes Sonic and his cocky grin using his signature Homing Attacks to zigzag the remaining White Fang goons and grab the skipping vial and tosses it to a leaping Spider-Man.

"Thanks, Sonic!" Spidey replied as he webs up the plutonium to a nearby pole for the police to retrieve once the chase is over.

Sonic jumps over to defeat a recovering Shocker with another Homing Attack off the truck for Spidey to create a web-net to grab him as the hedgehog stomps on the engine of Rough and Tumble's truck.

"Whassup?" Sonic grinned at the startled skunk brothers.

"AAAAH! Him too?!" Rough shouted.

"Bro, look out!" Tumble shouts as he points to a bus full of people about to intercept them.

"Wuh-oh." Sonic said with a shocked look.

The truck crashes into the bus, causing it to topple over with the people screaming inside. In a hurry as if everything is moving in slow motion, Spider-Man vaults over the bus before it topples on top of a man and his daughter and stops it with his amazing strength by pushing it back to place before it could topple completely, saving everyone in the process.

Rough and Tumble were the only ones left from this theft and they aren't going down without a fight. They run out the truck and take out their guns in a last-ditch effort to kill the wallcrawler and the blue blur. Too bad for them, they underestimated their speed and reflexes, and as Spidey web-yanks away their weapons, Sonic hits them with two Homing Attacks before Spidey vaults over and fires a Trip Mine device on Rough to web-pull his brother towards him, causing them to slam together in defeat.

"The tables have turned." Spidey started joking next to Sonic.

"They've certainly bumbled." Sonic grinned.

"Looks like it's game over for Rough and Tumble!" The two jokesters mocked the brothers of their rhyming thing.

"NO! NO! NO!" Tumble shouted in defeat while he's webbed up to his bro.

"STOP THAT! STOP DOING OUR THING! WE HATE IT WHEN YOU DO OUR THING!" Rough yelled as the heroes casually walk away to leave them for the police as they have a graduation ceremony to attend to.

**BGM End**

* * *

**East River Park Amphitheater**

"…And I hope to see you all again one day as successful adults. Congratulations, and thank you again for having me. It's been an honor." Max Modell finished his speech to the Midtown students as the audience and students clap for giving out some inspiring words a certain webslinger will only hear from a video recording.

Principal Davis too claps for Modell as he walks back up to the microphone to announce the closing speech and the chosen student to give it out, "Thank you, Mr. Modell, for those inspiring words I'm sure our graduating students will cherish forever…"

At the same time, Sonic gave Spider-Man a speedy ride to his graduation and to a good hiding spot to change into his cap and gown. "C'mon, c'mon! It's your turn now!" Sonic hurried Peter to change clothes. He did, except for the mask which Sonic quickly tells him to take it off, "Dude, your mask!"

"Oh, damn it!" Peter quickly takes off his mask and puts it in his bag for Sonic to carry back to the audience seats while he quickly heads to stage as he's about to be called up.

"…This year's valedictorian, please welcome, Peter Parker!" Principal Davis announced Peter's name. And for once in his life, Peter actually arrived on time, running out from the back of stage to surprise everyone of his sudden appearance, causing everyone from his fellow students, including Flash Thompson and his group surprisingly, to his friends and family and everyone else at the audience seats to clap for his special role today.

"Did I _miss_ anything?" Sonic snarkly asked his friends after suddenly reappearing to his seat as if he never left in the first place.

"Nah. You arrived at the best part. Thanks for picking him up." Yang smiled, thankful for the hedgehog's assistance to get Peter on time to his speech.

"No problem." Sonic winked.

**BGM-Avengers Endgame OST-Whatever It Takes**

Peter shakes his soon-to-be-former principal's hand before walking up to the mike to give out the closing speech to his graduation, "Good morning to the esteemed faculty of Midtown and to the families and friends of my fellow graduates. It's an honor to be standing out here today, to close off the graduating Class of 2019. It's been a long, tough road these past four years. Some harder for others. Some of us has lost friends. Lost family. Maybe a part of ourselves. But, that didn't mean we made new friends along the road. A new family. Gained another part of ourselves stronger than the last. So, no matter how big that next bump on the road is, there'll always be someone behind you watching your back and pick you back up on that road to greatness. Though most of us will go our separate ways after this, the bonds we forged throughout the years are endless and will NEVER be severed. A new life brings new challenges, and we'll beat those challenges, together. Whatever it takes. Thank you."

Peter's speech was probably the best speech of the entire ceremony. It greatly impressed people like Max Modell standing from across the stage, instantly taking an interest in Peter. His speech got some people from the crowd emotional. It got people like Team RWBY and Amy teary-eyed while Nora bawls her eyes out as everyone else stands up to give one amazing round of applause for hidden hero's most sensational speech ever spoken for his class.

**BGM End**

* * *

**A few minutes later…**

With the valedictorian speech over, so was graduation. The graduating class, one by one, got their diplomas to show the world they graduated from high school and have taken the next step in adulthood. After they got their diplomas, Peter, MJ, Harry, Lucina, and (Paulina) Palutena went to go find their friends somewhere in the middle of this massive crowd of other families and friends congratulating other graduates.

"Peter! Guys!" Tails is seen shouting in mid-air thanks to his twin tails, happily waving to get his graduating friends' attention to meet up with the rest of the cast.

"Ha ha! Everyone!" Peter smiled as his little squad runs up to reunite with everyone else.

"We're so happy for you guys!" Ruby smiled as everyone shares hugs, high-fives, and kisses among couples.

"Peter, dear, I just can't tell you how proud I am that you won that science scholarship! This means you'll be able to have the college education you've always dreamed of," Aunt May hugs her nephew, "Life hasn't been easy since your Uncle Ben died, but somehow, this makes all the sacrifices seem so…worthwhile."

"I know...Still wish he was here though." Peter said, still thinking about his Uncle Ben to this very day, but he knows very well he would be proud for his nephew and all of his accomplishments over the years.

"We're still here. Your one big, crazy family." Yang smiled, giving a one-armed hug to her boyfriend.

Pete chuckles, "Yeah. Me, MJ, Harry. I'm still surprised we survived four years of high school."

"WE'RE surprised you survived four years of high school." Both MJ and Harry quipped, getting a small laugh out of everybody else.

"Technically, four years as a high school and four years dealing with my 'other' life, so wouldn't that make it 'eight' years total?" Peter joked.

"Your math is blowing my mind." Weiss casually quipped.

"I'm a bit jealous you became an official Huntsman before us, and now you're a high school graduate heading to college." Jaune remarked.

"When did Pete become a Huntsman?" Oscar asked, completely oblivious to the events of Battle for Remnant, which took place months before the Convergence.

"It's a long story that's overly complicated and perhaps filled with retcons." Peter quipped. "So where's Axl? He didn't make it?"

"He's busy with business, but said he'll make it to the graduation party tonight." Sonic replied.

"Awesome. This is great. Already found a decent apartment in the city, so I'm all set this fall. And I'm also thinking of getting a second job as a teaching assistant at ESU." Peter revealed, which kinda surprised certain people like Weiss he plans on applying for a teaching assistant position.

"You want to become a teaching assistant?" Weiss asked him.

"I can see myself as a teacher one day. Is that bad?" Peter replied.

"No, no. That's…I could REALLY see you as a great teacher." Weiss smiled, finding him as a potential teacher pretty heartwarming and fitting.

Peter smiles back, "Thanks."

"Harry. Peter. Congratulations." Approaching the two best friends and their massive group of friends from behind is the surprise appearance of famous Max Modell himself.

"Max Modell?!" Peter remarked in shock one of his science heroes have come to personally meet him and Harry.

"Oh, hey Max." Harry casually greets Max, implying the two already know each other since they're the heads of their respective super-science companies.

"He's that super-smart guy who made a speech before Peter's, right?" Sonic asked Tails since he doesn't know much about Max Modell or all the work his company has done for the world.

"Max Modell is one of the smartest scientists on the planet and founder of Horizon Labs. If it wasn't for his company, we would've never stopped the Spider-Virus back then." Tails excitedly told his best buddy as he too is a big fan of Max Modell's work.

"He kinda looks like a good version of Dr. Eggman without the big mustache and that's a little unsettling." Sonic quipped.

"Max, this is my best friend, Peter, and perhaps your biggest fan, the one I've told you about from our meetings." Harry introduces his best friend to Mr. Modell.

"Nice to properly meet you, Peter. You gave a wonderful speech back there." Modell complimented Parker on his graduation speech.

"I-It was nothing. Honest. I just spoke from the heart, that's all." Peter replied, still nervous from standing on the same grass as his favorite science idol, surpassing his other idol, Tony Stark, in favoritism.

"Best speeches always come from the heart. I heard you won the science award. Tell me: How good of a scientist you are?" Modell asked some interesting questions.

Ruby decided to chime in and speak for her surrogate big brother, "Peter's the best! Top of the line! He's the one always upgrading me and my friends' weapons! We're from Beacon Academy! Peter also used to intern for Stark Industries."

"That makes things much easier." Modell replied, stroking his red beard.

"What does?" Peter wonders what his hero is talking about.

"I was thinking, Peter, if you're interested in a paid internship at Horizon Labs for the next 4 years while you're studying at ESU. If you complete it, I'll hire you full time after you graduate college. I'm accepting 2 people right now. One of the spots were filled. Thinking of taking the last spot?" Modell offered Peter the offer of a lifetime to basically work at Horizon Labs early over the course of his college life.

Hearing those words enter through his ears and into brain and nervous system almost pushed Peter into a pleasure coma while he's in shock, "A paid internship?! At Horizon Labs?! Well…YEAH!"

"Great. I'll see you in three months at the start of the semester. I'll mail your Horizon manual later. Happy to have you, Peter!" Modell waved goodbye to his newest intern as he walks away through the crowd.

"Did the universe aligns itself? I just graduated high school and was basically offered a job to work at Horizon Labs. This isn't a dream, right? Somebody pinch me?" Peter asked, which his girlfriend obeys and pinches him in the cheek. "Ow! This isn't a dream! It's real! YES!" He immediately hugs Yang, much to her surprise.

"Whoa! Okay! Wow. Haven't seen you this happy since the first time we had se-."

"DON'T RUIN THE MOMENT!" Peter immediately cuts her off, getting a laugh from Yang.

"Alright! This calls for a celebration on top of a celebration! It's PARTY TIME!" Sonic announced, fist bumping the air along with his many friends who are eager to celebrate with the graduates.

Unbeknownst to Sonic. To Peter. To their friends and loved ones beside them as they walk out to party back home, someone was watching them from afar on top of a building. A robot. Which actually is Metal Sonic in his upgraded "Neo" form, fully known as Neo Metal Sonic, distincting himself with a black cape protruding out of the back of his waist. And it sounds like his speaking with his other partner.

"**The hedgehog and his friends are leaving the premise. It doesn't look like they know of your operation." **Neo Metal Sonic replied to his partner, Mecha Spider-Man, of their secret plan through his internal comms.

'_Acknowledged. This shouldn't take long to begin with.' _Mecha replied as Metal continues staring at his organic counterpart.

* * *

**The Raft**

**BGM-Mega Man X8 OST-VS Sigma Demo**

The Raft. A super maximum security prison for super-criminals located near Ryker's Island, New Vale. It is run and operated primarily by SHIELD, with helpful assistance from GUN and the Atlas Military. Nigh-impossible to break out from a place like this, even for those proclaiming themselves as super geniuses, such as Alistair Smythe. A mad scientist and son to the deceased Spencer Smythe, original inventor of the Spider-Slayers – a series of robots designed to destroy Spider-Man in the past. After his father died, Alistair inherited the legacy to destroy Spider-Man, creating new Spider-Slayers that improves on the last. It then came to the day when Alistair enhanced himself with cybernetic parts to become his own Spider-Slayer. The Ultimate Spider-Slayer. But he can't prove he's the ultimate while he's rotting in a secured jail cell with the functions of his armor disabled by an inhibitor collar.

"**Alistair Smythe." **Lucky for Smythe, someone has come to see him outside his cell, which is a first, especially since his mystery visitor is fully cloaked in dark red hoodie and speaks with a metallic voice, hiding everything about himself but his glowing red eyes emitting out of the darkness hiding his face.

"Huh? Who are you?" Smythe asked the cloaked figure.

"**Your newest employer. My name…is Cyber." **The mysterious Cyber, who is actually Mecha Spider-Man in disguise, introduced himself to Smythe from beyond his cell. **"You are needed, Smythe, to join my organization."**

"Why should I join you? I don't know anything about you." Smythe replied, preferring not to trust the words of a total stranger.

"**Soon, you will, but for now, let me say you and I have similar problems that's needs to be erased. Spider-Man…" **Cyber said the one name that instantly grabs Smythe's ears and interest.

"Spider-Man? What does he have anything to do with this?" Smythe asked his mysterious cloaked friend.

"**Like you, I've too been humiliated by the spider for far too long. He stands in the way of ultimate victory. To defeat him, I need your genius combined with mine. I want to give you the opportunity to prove your name as the ULTIMATE Spider-Slayer. Don't you want your revenge for what happened to your father? Revenge against Spider-Man? Against J. Jonah Jameson?" **Cyber manipulated Smythe and took advantage for his hatred against not only Spider-Man for the cause of his father's death, but against J. Jonah Jameson as well, who also played a big role for those horrible events as well.

"…When do we begin?" Smythe asked, accepting to work with 'Cyber' Mecha Spider-Man and his mysterious new organization.

Now that Smythe agreed to work for him, Mecha easily hacks the control panel for his cell and frees him without setting any alarms, **"By the time they realized you've escaped, our master plan will have been finalized."**

**BGM End**

* * *

**KFX Here: The first chapter of Act 1, and things are looking good for Peter. He graduated high school. Got a science scholarship to attend ESU for free. And was hired to work as a paid intern for Horizon Labs for the upcoming college year. **

**Mecha Spider-Man is going under a new alias called "Cyber" and recruited Alistair Smythe, the Spider-Slayer, to join his new organization. What is this organization? You'll find out later.**

**Question of the Chapter: What are your first impressions of the story so far?**


	3. Act 1 Issue 2: Big Time

**BGM-Marvel vs. Capcom Infinite OST-Theme of Spider-Man**

**Spider-Man: Look out! It's your Friendly Neighborhood Spider-Man! Things are finally going my way. I graduated from Midtown High. Got a scholarship to attend ESU for free. And was offered a full-time paid internship at Horizon Labs by Max Modell himself! I'm living a dream! Seriously cannot wait for my new life at ESU will be like! It's gonna be a blast!**

**BGM End**

* * *

_Act 1 Issue 2: Big Time_

**Manhattan, New Vale City…3 months later**

Three months later after the Midtown High Graduation ceremony. It's a late August morning in New Vale. The now 19-year-old Peter Parker carries his boxes, full of his personal belongings, into his new apartment at the top floor of the building overlooking Central Park. "This should be the last of it." He said to himself as he opens the door into his new home. The rest of his boxes have already been set down and some of his best friends are helping him to unpack like Sonic, Tails, Amy, and Team RWBY. "Thanks again guys for helping me move in before classes tomorrow." Peter thanked them for being such great friends.

"Always happy to help, Pete." Ruby smiled.

"This place is not much, but it is pretty decent. Better than our dorm for sure. You got a sizable living room with a kitchen and a bedroom and a bathroom. I'm surprised you could afford to rent the closet to this place." Blake says, observing the decent-sized apartment while taking out Pete's books.

Peter replies as he puts down his boxes, "Yeah, I was surprised too. It used to belong to an old friend of my Aunt May – his name's Stan, or sometimes Mr. Lee. He's now the landlord of the building and was kind enough to lower the rent to a manageable level for the first six months. It's still a _bit _expensive for my likening…"

"And _that _is why I'm also living with you. Part-time, anyways. To help you pay the rent." Yang responds as she walks up to her boyfriend/roommate, now sporting two cute ponytails.

"Part-time? What does that mean?" Sonic asked, casually lying down on the couch.

"I'm still gonna be living at Beacon mostly, but on weekends, I'll be staying here with Pete. That way, when I graduate, I'll already have a place to stay full-time. It's about time the two of us take the next step in our relationship." Yang replied, leaning her elbow on her boyfriend's right shoulder.

"Huh. That explains why we had to move in some of your stuff. Thought it was excuse for me to work." Sonic quipped.

"You didn't really have to do this. I was perfectly fine with that other apartment." Peter told his girlfriend, a bit concerned she'll be sharing the burden paying for their apartment.

"You mean the one small room with the busted door owned by Ditkovich guy? Pfft. No way I was gonna let you live in that dump. We're both adults now. 19 years old. I can handle part of the rent. Besides, you have that Horizon internship tomorrow, and I hear they pay their interns _quite _well." Yang replied, easing his worries with a warm smile.

"I am pretty excited working at Horizon for the first time. Can't wait to complete this internship to apply for a full-time job there." Peter said, looking forward to his first day working at Horizon Labs as the lab intern.

"It kinda reminds me of the time Ozpin allowed me to attend Beacon early." Ruby said.

"I know. I was there watching you eat cookies." Peter quipped.

Nearby, Amy finishes opening up the last of Peter's boxes and sets up his entire kitchen with utensils and dishes, "There. Kitchen's all set up. You can take care of the rest, Peter?"

"Sure. Thanks for the help, Amy." Peter replied.

Amy smiles, "My pleasure. I gotta go. See how MJ and Lucina are moving into their own apartment. They're trying to help me get a job working at the Coffee Bean."

"We'll join too. Then for us to get ready for our third year at Beacon. Can't believe it's been three years already." Weiss remarked.

"See ya later!" Ruby waved goodbye to Peter as she, Weiss, Blake, and Amy leave his apartment, with just him, Sonic, Tails, and Yang to do whatever together.

"Want me to smoke you at S.H.I.E.L.D. of Honor before we leave?" Sonic smirked at his webbed bro.

"Ha. Bring it!" Peter smirked back.

"I'll smoke the both of you once I'm done taking a shower. Don't break anything or I'll kick you out." Yang joked, heading to the bathroom to take a bath while Tails turns on the TV and game console so he and the S.S. Duo could play SHIELD of Honor, a first-person shooter playing as a SHIELD agent that assist a virtual Captain America.

* * *

**The next morning…at Empire State University**

**BGM-Sonic Unleashed OST-Apotos (Day)**

The next day, it begins. The start of a new semester at Empire State University, and Peter Parker is finally among the freshmen attending this famous university at Upper Manhattan for the first time ever. He has his backpack. His books. His costume in case of trouble. Everything he needs to start of his new life in college.

'_This is it, Parker. You made it. Empire State University. The beginning of a new life, and hopefully not the beginning of new problems.' _Peter joked in his mind as he walks into campus alone, only for a short bit until someone called him out.

"PETER! OVER HERE!" Harry's voice grabs his best friend's attention as the CEO of Oscorp stands next to a fountain with Mary Jane, Lucina, and (Paulina) Palutena.

Peter approaches his friends and greets them, "Hey guys. What's up?"

"Nothing much, tiger. Just excited for our first day in college." MJ smiled.

"You excited for your internship at Horizon today?" Harry asked him.

"You bet! Starts at 4 pm after my last class." Peter replied.

"Great. Enough time to hang out at the Coffee Bean. Got an Oscorp meeting later today, so I want some time to relax with my best friends." Harry remarked.

"What are you studying again, Peter?" Lucina asked, wearing normal school-appropriate clothing that sports her favorite blue color scheme.

"Biophysics." Peter answered.

"Sounds like a challenge. Though I suppose that's part of the course when attending college. We don't have something like this where I'm from." Lucina replied, a bit nervous as she never attended something like college before.

"You'll love it. Trust me." MJ assured the princess.

Peter then turns to the teenage Palutena to ask her an important question, "Why do you need a college education, Palutena…"

"Paulina." Palutena corrected him, trying to remind him to call her "Paulina" while disguising herself as a human college student that's similar in appearance to her regular form but younger.

"Don't you already have a bachelor's degree in Goddess of Light?" Peter finished his little joke.

"Just to have a little fun. I may be a goddess in disguise, but even I'll admit I need a refresher course on certain subjects." Palutena replied.

"You could say that again." Peter quipped, smirking.

"What does that supposed to mean?" Palutena glared at the mortal spider.

"Oh nothing, miss C+ in Algebra." Peter quipped.

"Math can be surprisingly hard when you least expect it." The light goddess retorted.

**BGM End**

"True. I'll see you guys later." Peter waved goodbye to his friends as everyone goes their separate ways to their first class of the day. While Peter heads to his first class, he continues to mindlessly glance around his surroundings to take in the fact he's actually attending college, _'I know I've been to ESU plenty of times before, but that's usually during superhero business. As a student, everything seems so…different. It's like Beacon except 75% less crazy and doesn't have students wielding dangerous weapons. With the exception of me, of course. I don't consider my Web-Shooters dangerous. Just sticky.'_

**BGM-Sonic Rush OST-Theme of Comical Event**

Because Peter was too distracted of the beauty that is ESU, he wasn't watching what was in front of him and accidently bumped and knocked down a young woman who is also a student at ESU, sporting long blond hair tied back in a ponytail and wears glasses.

"Watch it!" The woman rudely told Peter after he accidently knocked her down and her books.

"Sorry, sorry! Was a little distracted." Peter apologized.

"You could say that again." The woman quipped. As the gentleman he is, Peter helps the woman back up her feet and assists to pick up her books for her, "Thanks."

"No problem. You a student here?" Peter asked her.

"Yup. Name's Debra Whitman. I also work as the secretary's assistant in the biophysics department of the school." Debra Whitman introduced herself to Peter by shaking his hand.

"An assistant to an assistant? Assistant-ception. My name is Peter Parker." Peter introduced himself.

"Peter Parker? Where have I heard that name before?" Debra ponders to herself.

"I'm the photographer who takes pictures of Spider-Man?" Peter responded if that's how she knows his name.

"No, no, not that. I know I've heard your name from somewhere else. Eh. It'll come to me. I am like one of the smartest women on campus. Where ya headed?" Debra replied.

"To Doctor Connors' class." Peter answered.

"What a coincidence. Me too. Maybe we should go together." Debra smiled, happy to make quick friends with another student on the first day.

"Sure, why not? You can take the lead." Peter offered.

"Good. You can stay distracted behind me so you won't bump into somebody else." Debra joked, causing Peter to roll his eyes as the two science students walk together to Dr. Connors' class to begin their first day at ESU.

**BGM End**

* * *

**A few hours later above Manhattan…**

Unseen by the people of the city since no one could bother looking up, a familiar foe flies through Manhattan airspace while leaving a trail of purple light as he boosts his flight speed. This enemy in purple and silver high-tech beetle-looking armor is Abner Jenkins, better known as the Beetle. He is an old foe of Spider-Man. A silent mercenary possessing an armored suit that rivals the Iron Man Armor in sheer weaponary. He lands on top of a rooftop to activate his wrist device to speak with his secret employer.

"**I have arrived in the city. I will begin the mission now." **Beetle told his employer through.

'_Good. I require that device from their facility. Retrieve it for me, if you are truly capable completing the mission.' _His mystery employer said.

"**With the upgrades you gave to my suit, no mission is impossible." **Beetle replied.

'_Prove it to me by retrieving the device.' _The Employer replied, wanting to see if Beetle could live up to his proclamation.

"**Understood." **Beetle nodded, turning off communications with his boss before rising back up to the sky and fly at incredible speeds towards his mission objective.

* * *

**At the same time with Spider-Man…**

**BGM-Spider-Man 2 Game OST-Ballad in the City**

After his first day at ESU, our favorite webslinger is swinging above the streets to relax as he makes his way to Horizon Labs to begin his exciting internship over there, "First day of classes are done. Boy, I'm already a bit exhausted. Probably because of that Debra girl. She's quite a handful. And a bit of a know-it-all. But there's no denying she's a genius. With school out of the way for now, I can meet up with Aunt May at Horizon. Still don't like leaving her alone at the house, but she supports the idea me living on my own. 'Sides, she has Ms. Watson and Yang's dad to keep her company, and that guy's a Huntsman, so I shouldn't be too worried."

**BGM End**

Spidey swings over to the South Street Seaport where Horizon Labs has their main complex headquarters built in. He hides inside an alleyway to use the Unstable Molecules he upgraded his suit with to wear a blue shirt and brown pants. "Unstable Molecules. How I love you. You make changing in and out of costume so much easier." He jokes as he takes out a teal business suit out of his backpack and wears it. He holds onto his bag and runs out of the alley to meet up with his Aunt May at the Horizon Lab entrance. And to his surprise, Team RWBY, Tails, and Amy are also with her.

"Guys?! What are you doing here?!" Peter asked, surprised to see his friends hanging around with his aunt.

"Looking good, Pete!" Yang smiled, commenting on his professional attire.

"Thought we drop by to see you off on your big day." Tails answered.

"Aww, thanks." Peter approaches them.

"C'mon. We don't want you to be late." May grabs her nephew's hand so she would walk him in.

"Aunt May, please. You don't have to do a walk-in. The last thing I need is a repeat of the eighth grade." Peter quipped, wanting to walk-in by himself to show the world he's not a kid anymore.

"Don't worry, Mrs. Parker. We'll walk him in for you." Ruby volunteered her and her friends will escort Peter inside.

"All right. Just know this…" May brings Peter's face closer to her's, "You are going to do wonderful things here. I just know it."

"Thanks. I'll call you later and tell you how it all went." Peter replied.

"And I'll remind him in case he most likely forgets." Yang jokes.

"You'd better." May quipped. She watches her genius nephew walk inside the complex among the good friends he made over the years. Friends originally from alternate worlds, now living together as family. May is reminded of a time 4 years ago, shortly after the death of her husband, when Peter wanted to quit school to get a job and help her pay the bills, but she reminded him that his uncle wanted him to continue his studies so he would be a great scientist one day. It would seem that dream has become a reality. Her nephew's in college, most likely at the top of his class already, and was accepted to intern at the most famous techno company that requires the best scientists in the world. And for that, she couldn't be any prouder.

May looks at the clear sky to say a few things to a certain somebody who is probably watching them right now, "He did it, Ben."

* * *

**Inside Horizon Labs**

**BGM-Mega Man Star Force OST-Science**

Peter's group is astonished when they first entered the technological marvel complex. People of various types are seen hanging around and working together on new technology. Humans. Faunus. Mobians. Even Wisps are seen flying above scientists to coordinate with their projects.

"This place is AMAZING! I never seen anything like it!" Ruby said so ecstatically as she never set foot in a high-tech facility like Horizon Labs before.

"Sonic's gonna be jealous he didn't come for this." Peter joked.

"Sonic's never been a science guy unless it comes to breaking the laws of physics. Me? I've always DREAMED visiting a place like this. It's scientist heaven!" Tails remarked joyfully.

"Totally agree, little buddy." Peter agreed.

Approaching the front lobby is Max Modell after spotting Peter Parker in his company and walks towards him to greet his newest intern, "Peter Parker! You finally made it!"

"Hi, Mr. Modell!" Peter smiled.

"Please, call me Max. Welcome to Horizon Labs. You arrived just in time. You're about to meet my other intern who's also from ESU." Max told him.

"Who might that be?" Peter asked.

"Huh? Peter Parker?!" A strangely familiar, female voice that Peter recognizes gets his attention, causing him to turn around to be surprised the voice belonged to Debra Whitman wearing a lab coat.

"Debra Whitman?!" Peter remarked, surprised to see its Debra that is Max's second intern.

"Ah, so you two already know each other." Max remarked, folding his arms.

"Who's she?" Amy asked Peter about Debra.

"Weiss with glasses," Peter jokes, much to Weiss's annoyance, "She's one of my new classmates at ESU."

"I knew I heard about you from somewhere. So you were the lucky second person who earned an internship here at Horizon." Debra said, finally remembering where she first heard Peter's name.

"Yeah. Sounds like we're both lucky." Peter replied.

Debra then turns to Weiss standing next to the hidden hero and also recognizes her, "And you must be Weiss Schnee, heiress to the Schnee Dust Company. I ordered packages of your company's Dust to be used for my experiments. I didn't know someone as famous as you are friends with Peter."

"It's a mystery how we're friends in the first place." Weiss quipped, getting some payback against Peter, much to his annoyance.

"Since you're all here, how about I give you all a tour of Horizon before Peter and Debra can begin working?" Max offered to give them an exclusive tour of his company.

"That'd be awesome, Max, thanks. It's truly an honor." Peter replied.

"Don't mention it. C'mon. Let me show you what we have." Max gestures his hand to show the young students around his facility and explain to them what Horizon is all about, "As most of you may know, Horizon Labs are responsible developing the most sophisticated, highly advanced technology of the planet. We have many different scientists, each allowed to work in their own lab. The labs are equipped with the best and most advanced scientific equipment to allow our scientists to create whatever they think will help the company and technology advance."

"Do you guys also build super-awesome high tech weapons?!" Ruby excitedly asked, showing off her eternal love for weapons to the super-genius, much to Weiss's dismay and embarrassment.

"Why yes. While we don't want to enter the weapon-making business, we have worked together with several Huntsmen to build them new technology and weaponary that'll benefit their jobs, if it's for the safety of mankind." Max answered.

"I'm surprised to see so many different kinds of people working in the same building." Blake remarked, glancing around to see Faunus scientists working happily with their human counterparts and the like.

"We accept all different types of people, even those from space as evident with the Wisps, just as long as we share the same dream of making the world a better place." Max answered, which did make Blake happy to hear a human supporting equality among species.

The Horizon CEO then takes the students to an area where various devices and technology are left out in the open to be displayed liked they're in a museum, "And this here's our Science Museum, where we display all the technology we've built over the years. When you're done exploring, I want to show you all something in my lab. It's my latest project. You'll love it."

Max then takes the students to his personal laboratory, a very big one much to their surprise. It's here where Max shows them his latest project: a contraption that's attached to a control panel and seems to act as some kind of converter.

"Here it is! My latest project!" Max showed them.

"What is it?" Peter asked him.

"Isn't it obvious, Peter? It's a matter-to-digital converter." Debra replied, recognizing the technology.

"I knew that." Peter lied.

"No you didn't!" Debra retorted.

"It's a device that allows living individuals to manifest themselves in cyberspace and interact with it. I call it the 'Particle-To-Light Organizer and Transporter Device'!" Max named his machine.

"The 'P.L.O.T.' Device?" Yang raised an eyebrow to the shortened nickname which sounds like a play on the use of such things within a story.

Max scratches his hair in embarrassment from the ridiculous name, "Does sound a little goofy when you shorten it. How about I just call it 'The Digitizer'?"

"Much better." Peter responded.

"I know someone who built his own Digitizer but he's retired. His name is Doctor Ellidy. His Digitizer transports a person's consciousness into the Digital World." Tails remarked.

"What's the Digital World?" Ruby asked, starting to get lost what the science geeks are talking about.

"You REALLY don't know?" Weiss asked her partner.

"Not a clue." Ruby simply said, causing Weiss to scoff.

"Peter. Debra. Pop quiz. Explain what you know about the Digital World?" Max quizzed his interns.

"The Digital World is just another term for 'cyberspace' or the 'internet'. It's kind of like an artificial reality created through advanced technology. It doesn't exist in the real world." Peter answered first.

It was Debra's turn to continue where he left off, "Which is to say that while it can be accessed from computers…it doesn't seem to be actually 'housed' in one anywhere. In fact, no one knows where it came from. It might be that the entire digital world moves like an invisible cloud, overlapping other systems. Some people think it might even predate computing as we know it, but this is really more theory than fact."

"You're both correct," Max said, "And I believe cyberspace is the key to a whole new world of interactivity. A way for everyone from anywhere to forge new bonds across the internet. Our whole world is basically run by computer networks. How about we take full advantage of that? To find ways to make new friends. To really benefit the world."

"I'm looking forward to that day." Peter smiled, now even more happy to be working at a place like Horizon, a company that truly wants the bring a brighter future for everyone.

**BGM End**

Seconds later, his Spider-Sense picks up imminent danger approaching, _'Spider-Sense tingling. What is it?'_

**BGM-Spider-Man 3 Game OST-The City #2**

A loud explosion can be heard at the central lobby with the sounds of people screaming for their lives. "What was that?!" Max asked, remarking from that loud explosion.

"Nothing good, I'm afraid." Ruby responded after turning to Peter, who gave her a serious nod that he sensed something bad has happened.

The students and Max Modell ran out his lab to see the lobby in flames thanks to the surprise appearance of the Beetle attacking Horizon Labs. "Who is that?!" Debra asked in terror.

"The Beetle?! What is he doing here?!" Peter remarked, surprised to see an old enemy is back and is attacking his new job.

Beetle uses his energy beam gauntlets to fire lasers at any that tries to get in his way. To counterattack, Horizon Lab's security guards step up to stop this silent enforcer. "Everyone, stay calm. Mr. Phillips?" Max turns to the captain of his security team.

"We're on it, Mr. Modell. Men, fan out." The captain ordered his men.

"Don't worry. Our security is armed with our most cutting edge technology." Modell assured everyone his security got this in the bag.

Probably not as Beetle quickly proves himself the superior against the security. Their weaponary is nothing the Beetle can't dodge or take a hit. He skews their guns with bladed weapons before killing them with energy beams from his gauntlets.

Seeing how much Horizon needs them now that their security failed them, it falls to Team RWBY, Amy, Tails, and Peter to head straight into action. Ruby takes out her Crescent Rose in its scythe and quickly turns to Max and Debra, "Mr. Modell! Debra! Get to safety! We'll stop Beetle!"

"You sure?" Max asked her.

"Some of us are Huntress and Freedom Fighters! We got this!" Ruby ordered before rushing in with her team to take on Beetle.

Meanwhile, Debra turns around to see Peter running to the opposite direction away from the fight, "Peter! Where are you going?!"

"To call in some help! Get Max to a safe place!" Peter shouted, already knowing the perfect man hero to call, or dress to.

"But…" Debra tries to reply but Peter was already long gone to get some help to deal with this silent and deadly mercenary.

Ruby ordered Weiss, Blake, and Amy to get people to safety while she, Yang, and Tails tackle Beetle to find out his plans. "What's cracking, Beetle? Thinking about telling us why you're here?" Yang jokes as she's about to throw a right punch at the mercenary, only for him to fire a shoulder missile to intercept and blow blondie to the wall, "Forgot you're not much of a talker…"

Beetle fires two heat-seeking missiles to chase Ruby and Tails through the air. They managed to trick the missiles into cancelling out each other, but this was needed for Beetle to shoot them down while they briefly left themselves vulnerable. Too bad he fell for the same trick, as out of nowhere, Spider-Man web-strikes kick the villain in his buggy helmet and quips, "Not so fast, Beetle! Horizon only accepts two bugs to enter the joint! I was here first!"

"Spider-Man?!" Debra gasped.

"W-Where did you come from?!" Max asked, confused how this webslinging avenger showed up out of nowhere during this attack.

"The short version? A parked car. Barry white music. Nine months later: It's a boy. A spider-boy!" Peter joked around while dodging the Beetle's many missiles and lasers.

"Would you stop talking and beat him up already?!" Weiss retorted as she continues to help save lives.

"So cranky." Peter quipped, kicking the silent Beetle down to the floor. "Not a good idea to stay a mute. Not healthy. To benefit us both, care to speak up and tell us why you're trashing Horizon Labs?"

Beetle allows his sonic blast grenade to do the speaking for him. He secretly drops one down and causes it to explode, releasing a noise so loud it affects everyone's ears, from Spider-Man, to his friends, to the people that work in Horizon, except for the Beetle who remains unaffected thanks to his armor. With the resistance temporarily incapacitated, Beetle is free to explore Horizon for his objective, and is by retrieving Max's latest project: His Digitizer.

Meanwhile, Spider-Man and the rest of Horizon are still struggling and suffering to counter Beetle's sonicwave attack. "T-The noise is too much... G-Gotta shoot a Sonic-Disruptor…Block it with a stronger signal." Peter gains enough strength needed to fire a Sonic-Disruptor gadget from his Web-Shooter close enough to the source of the sonicwave bomb. It rings out a loud sound frequency that blocked Beetle's attack, allowing everyone to move again and not suffer from the loud noise.

"Spider-Man, you did it!" Amy said.

"But where's Beetle?! Where did he go?!" Spidey asked, frantically glancing around for his armored foe.

Max quickly gets an idea where Beetle might have gone to and starts to panic, "My lab! The Digitizer!"

The heroes, Max Modell, and Debra all run back to his lab confirm Max's fears: The Beetle is hacking the Digitizer and attempts to steal it. "Stop!" Spidey shouts, firing a webline to stop Beetle before he could escape with the Digitizer. Unfortunately, he was too late. Beetle was able to hack the device to transport himself and the Digitizer into cyberspace before his webline connected.

"He's gone into cyberspace and escaped with the Digitizer!" Blake noticed in shock.

"We can't let him get away, but how are we gonna chase him down through cyberspace without the Digitizer?" Spidey asked, wanting to continue chasing Beetle even into the Digital World, but without the Digitizer, it's hopeless.

"With this!" Suddenly, Max tosses Spider-Man a blue and white high-tech watch with a screen to wear on his wrist.

"What is it?" Peter asked him.

"I call it the 'Digi-Watch'. It's a prototype on-the-go device that'll allow you to wirelessly connect through any computer and port and teleport you to cyberspace. Use it to chase down that criminal and recover the Digitizer!" Max explained.

"Can we get one? We want to help!" Ruby requested the rest of her friends also get a Digiwatch to track down Beetle.

"Sorry. Unfortunately, I was only able to complete one prototype." Max apologized.

"Good enough. Listen. I'll track down Beetle into the Digital World. The rest of you call the police and make sure everyone's okay." Spidey ordered his heroic friends.

Ruby nods in understanding of the plan, "Got it. Stay safe, Spidey."

"Connect into this computer to enter cyberspace. I'll try to redirect you close enough to the Beetle's current position. Good luck, Spider-Man." Max said while typing on his computer to help Spider-Man.

Spider-Man points his Digiwatch to fire an infrared laser to connect with Max's computer. Soon, he finds himself getting digitized and prepared to enter cyberspace, "Looks like I've jacked-in. I'll see you guys later. Here I come, Beetle!" And with that, Spider-Man has become one of the few beings in the world to become digitized and transported into cyberspace to track down the Beetle and retrieve the Digitizer.

**BGM End**

* * *

**KFX Here: I should note a few things for those that are curious-**

**Beetle: In case you've forgotten, the Beetle in this series is mostly based off his "Ultimate Universe" counterpart, both the comics and TV show, in terms of design and working as a mercenary that doesn't talk much.**

**Debra Whitman: A new character finally introduced to the United Heroes series. Debra Whitman in this series is mostly off her character from the "Spider-Man: The Animated Series" TV show from the 90s. A student at ESU who is as smart as Peter Parker. Unlike in the comics, Debra will have NO romantic interest in Peter but rather a "friendly rivalry".**

**Time to answer some review questions-**

**Guest: If you read the comics, J Jonah Jameson was the one that commissioned the creation of the Spider-Slayers in the first place, which eventually led to the death of Alistair Smythe's father.**

**Question of the Chapter: When you look back at his first appearance in this series to now, how do you feel about Spider-Man's maturity from a teenager in high school to an adult in college sharing an apartment with Yang?**


	4. Act 1 Issue 3: Cyber Class

**BGM-Sonic Adventure OST-It Doesn't Matter (Instrumental)**

**Sonic: I'm Sonic. Sonic the Hedgehog! Peter and the rest of the gang were given a tour by Max Modell at Horizon Labs when the Beetle showed up and ransacked the place. He stole Max's Digitizer and used it to travel to cyberspace. Spider-Man was given a portable prototype watch that'll allow him to enter the Cyberworld and track down Beetle. Wish I was there to assist, but I'm on my own adventure. I'm positive Spidey got this one in the bag.**

**BGM End**

* * *

_Act 1 Issue 3: Cyber Class_

**Digital World**

**BGM-Mega Man Battle Network 5 Double Team DS OST-Network Space**

A digital red beam of light crashes down into this mysterious cyberworld, a blue and empty realm that strangely resembles a city made of bits and blocks. This is the digital world run by the internet. Everything that exists here are made of computer data, run by computer networks.

The red light from before was actually Spider-Man after being converted into data and transported into cyberspace to track down Beetle and the stolen Digitizer. "I made it! Jack-in successful. Cooool! I'm actually in cyberspace. Never thought I'd come here. Looks a little different from that show with the digi-monsters. Hey! What happened to my costume?!" Peter noticed his costume went through a digital change the second he arrived into the cyberworld. His new "Cyber Suit" resembles his Unlimited Suit, the futuristic red and blue costume made of nano-bots that also sported a web cape, but slightly armored up with the accents of his costume glowing.

'_Spider-Man, can you hear me?' _A familiar sounding voice spoke into Spidey's comms

"That voice! Mr. Modell!" Spidey remarked, recognizing the voice talking to him was Max Modell.

'_Good. Sounds like you safely arrived in cyberspace.' _Max replied.

"Thanks to your Digiwatch. What's up with the costume change?" Peter asked about his new cyberspace suit.

'_You have converted into a computer program made of data. That 'Cyber Suit' your equipped will better protect you from the conditions of cyberspace and all its dangers like bugs and computer viruses.' _Max explained.

"Awesome. Wish I have time to test it. Where's Beetle?" Peter asked, wanting to find the mercenary as fast as possible.

'_I'm tracking his signal via the Digitizer he has in his possession. Sending you his coordinates. Looks to be close to your position if you move now.' _Max said.

"On my way, Max. I'll get back that Digitizer. I won't let anything happen to it, not while I'm here!" Spidey declared, shooting out a webline to mark his first swinging adventure through cyberspace.

**BGM End**

**BGM-Ultimate Spider-Man Game OST-Spider-Man Hero**

The digital webslinger performs some amazing acrobatic stunts as he parkour and swings through this digital realm. He bounces off holo-screens to swing off makeshift buildings, then hops down to grind on cyber-rails before web-zipping back into the air for some more web-swinging fun, "Watch out, internet! You have been installed with your Friendly Cyberworld Spider-Man! YEEHAAAAW!" Spidey does some more web-swinging fun through the digital world as he starts thinking to himself about how awesome this place is, _'This Cyber Armor is so light, it makes swinging through cyberspace a breeze. Look at this place. It's like a makeshift digital version of New Vale City. Gaming nodes. Online reference streams. Data codes. Everything that makes up the internet flows through here, it's crazy. The others must be jealous not to be experiencing this. Then again, I think Sonic traveled to cyberspace a few times in his career. Lucky hog.'_

'_Spider-Man, are you still there?' _Max asked the cyber webslinger.

"I'm still here, Max. What's the current status at Horizon?" Peter asked, wanting to know how things are holding up in the real world.

'_Everything's fine back here. Team RWBY and their Freedom Fighting friends are making sure people are safe until the police and fire department arrive.' _Max replied.

"Good. I'm closing in on Beetle. He's not far off. I can see him coming into view, along with the Digitizer!" Spidey spotted Beetle flying ahead by several miles. Flying by him is the Digitizer device trapped in a bubble. Spidey launches a webline to the Beetle's back, and before he could turn around he got web-strike by the wallcrawler, "Surprise!" Peter bounces off to a digital road while Beetle and his stolen goods still hover in the air. "You don't have to say anything. I can tell from that look on your face you weren't expecting me to chase you here. And taking a page from your book, I'm not telling how. This is your final chance, Beetle! Hand over the Digitizer before I force you to scream for the first time in your life!" Peter threatened, even narrowing his eyes at the silent mercenary to show that he's serious.

Beetle responds to his threat with a barrage of missile-fire to keep him briefly occupied long enough to fly away from the premise. "Nuh-uh! You ain't escaping me that easily!" Spidey dodged the missiles and web-zipped to the sky to chase the quiet bug. Beetle sees the hero chasing him and retaliates with energy blasts. "You're gonna let your lasers do the talking for you?" Peter joked, dodging his blasts to counter with a few web shots. Unfortunately, Beetle swerved away from his webs and uses his armor to phase through cyber buildings to make it harder for the spider to catch up with him. The webhead vaulted over and ran across the roof to jump down to find himself zipping up and over square energy force walls formed by Beetle to slow him down, "Cyber force fields? Someone was prepared for cyberspace!"

Despite the obstacles he laid out, Beetle can still see Spider-Man on his trail. He fires a rocket for the webhead to avoid just so he could blast him off the air to give him a little more breathing room while he's in the lead. "I'm never gonna catch up to him like this! Wish I could swing at Sonic speed." Peter remarked.

'_Perhaps you can!' _Max chimed in.

"Huh?" Peter responded in confusion.

'_Remember, you're in cyberspace! The rules of the real world don't apply there. In there, you can do anything, only if you believe you could. It's a psychological block.' _Max explained the rules that might give Spider-Man the edge he needs to combat Beetle.

"Then I'll just have to focus on what I know. Activate Web Wings!" Peter focuses his mind to think like a computer program. Converting data into additional upgrades for his Cyber Suit, he gains underarm webs and jet-boots to help him fly. "Ah yeah! This is happening!" Peter flies at supersonic speeds and easily catches up to Beetle with an elbow tackle, "Miss me? You're not the only bug who can fly now!"

Visibly annoyed, Beetle fires more lasers at the flying spider. Spider-Man uses his mind to create a cyber web shield to block his attacks and web-yanks him to a shield bash, followed by a strong web-strike that knocks him down to the digital ground. Beetle doesn't want to spend any more time fighting the interfering wallcrawler and leaves with the Digitizer to a nearby teleporter pad that seems to log him out of the internet. "Where ya going? Logging out already? I was just beginning to have fun." Peter jokes as he follows his foe onto the teleporter pad and sent out of the internet as well.

**BGM End**

* * *

**Madison Square Park, New Vale City**

Both costumed bugs jacked-out of a streetlight panel back into reality, specifically at the Madison Square Park somewhere in Manhattan. Spider-Man notices he's not wearing his Cyber Suit anymore and the fact both he and Beetle are back in the real world. "We're back in New Vale." Peter remarked, then turns around to confront Beetle, who still holds the Digitizer in a bubble while hovering ominously above the center of the park. "You prefer your embarrassment out here in the open? Fine by me." Spidey taunted the hovering beetle.

Unaware to him until his Spider-Sense tingled, Beetle actually led him to a trap rising from beneath the park. A large machine erupts and shoots a large blue beam to the sky that releases a massive shockwave across the area. The machine soon revealed itself to be a very large, spider-looking robot that's as big as the park itself, scaring the surrounding populace. Reason for this is that it stands on six mechanical legs while they are attached to a large body above.

"Okay. Why do I get the feeling I was led to a trap…?" Spidey joked while shocked from the size of this robotic behemoth.

"**TARGET DETECTED. ENGAGE." **The massive robot called the S-01 bot reveals it's "head" to roar monstrously at Spider-Man. Beetle leaves the area with the Digitizer, leaving Spider-Man to combat the S-01 bot alone.

"Hey! Come back! I'm pretty sure it's talking to you…Right?" Peter joked.

**BGM-The Amazing Spider-Man Game OST-Boss Theme 2**

The S-01 aims its mouth laser at the small hero and prepares to fire. "This. Is. Not. Good." Spidey comments as he webs swing away from the firing laser. "Where did Beetle get THIS?! At an A.I.M. garage sale?!" He swings around the gigantic machine, avoiding its lasers until he could find a weakspot. He eventually does, locating three glowing red spots on different parts of the main body. "Those power cells must be its weakspots. Gotta act fast!" Peter hurries to web-strike the three power cells. One by one, the cells are destroyed, causing the giant bot to roar in pain, "Aw, feeling a little vulnerable?" With the cells destroyed, the S-01 opens up its shell to reveal a 'soft' core inside. "The robot's Achilles Heel is on its back!" Spidey noticed and goes to take action.

The S-01 won't let him any closer to its core so it fires dozens of rockets to intercept the webslinger, forcing him to temporarily change tactics and dodge them. While he does just that, he gets a hands-free call from his good friend in the police force, Captain Yuri Watanabe about the massive battle in the park, _'Spider-Man, what is happening?!'_

"Hey, Yuri! The rumor about me fighting a giant killer robot shooting rockets in the park! It's all true!" Spidey quipped while still dodging rockets.

'_Well hurry and take care of it! I'm already at Horizon Labs and I don't have time to drive all the way back to get blown up!' _Yuri replied.

"Don't worry, Yuri. This thing may be big, but it has the flaw of exposing too many weak spots." Spidey zipped to the back core and web-strikes it into oblivion. He bounces off the destroyed core to slide down the face of the robot, who begins to open up its many but small red eyes to aim another mouth laser. "Uh-oh." Peter said, zipping away in time from the big laser.

'_Uh-oh? What does "uh-oh" mean?' _Yuri asked.

"I'll call you back if I'm alive to tell you!" Peter quipped, hanging up the call to continue battling the S-01. The swinging web-slinger dodges more of its lasers until he could swing in close enough to punch out the eyes and ripping them out, causing the mech to screech in pain as blue turbine engines open up on each leg, "Uhh…Oops! Did I damage your guiding system or…was it something you ate?" Peters jokes before jumping away from more laser fire. "Am I the only superhero in this city?! Where is everyone while I'm battling robot crawler?! Whatever! I gotta stop this thing once and for all! Let's see…Those motorized joints help it get around…" He notices the reactors on the legs and gets the idea to web them up one by one, frying the circuitry.

With the legs disabled, it's time for Spidey to finally deactivate the S-01. He zips over to the head and taunts it some more, "Any last words before I put you in the scrap yard?" He hears the mech firing its last few rockets aimed for him, "And here it comes…" Peter jumps down and fires two weblines to force the mech to open its mouth, "Open your mouth…Widerrrr…" He sees the rockets closing in on him and knows it's now or never. He jumps away in time for the rockets to fly right into the mouth, "Niiice! Bon appetit!"

**BGM End**

The S-01 finally blows up after swallowing the rockets, lying down on the wrecked park in pieces with Spider-Man standing victorious. "And just like that, Damage Control has work. Should probably head back to Horizon to see if everyone's okay." He said, shooting out a web to swing on and head back to Horizon Labs.

* * *

**Horizon Labs**

Things have calmed down at Horizon Labs. The fire department is currently putting down the flames and the police and medical staff are making sure everyone is alright and receives the proper medical care. Meanwhile, Captain Watanabe approaches Max Modell, who's standing next to Debra, Team RWBY, Tails, and Amy, to question him about the Beetle attack.

"Mr. Modell? I'm Captain Yuri Watanabe. Can you tell me what's going on here?" Yuri asked the super-genius.

"We had a robbery, captain. A break-in. But the important thing is that everyone's all right." Max replied.

"Not everybody. Has anyone seen Peter Parker?" Debra looked around for Peter as she hasn't seen him since the time he went to look for help during the Beetle attack.

Peter's friends were too worried how they're gonna say Peter is okay without revealing his secret identity, but thankfully Spider-Man showed up to cover himself up, "He's alright, miss. Hid him in a safe place when I heard him call for help. He should be walking out of that closet I webbed up pretty soon."

"Spider-Man, thank you for the assist. Where's the Beetle?" Max asked the hero.

"Gone, along with the Digitizer. He summoned that giant robot to distract me while he made a break for it. The design of that robot seemed familiar though…" Spidey replied, vaguely recognizing the design and tech of the S-01 but has no clue who built it.

"That isn't good." Max remarked.

"Why did Beetle steal the Digitizer?" Ruby asked, hoping to get some answers to figure out Beetle's scheme.

"Beetle's a mercenary. A hired goon. Better question is: Why does Beetle's boss WANTS the Digitizer?" Spidey asked a more fitting question.

"Could they be A.I.M.? Or the Egg Army? Perhaps the White Fang?" Tails pondered the identity of Beetle's employer.

"Whoever it is, in the wrong hands, the Digitizer could prove disastrous for everyone connected to the internet." Max remarked.

"And that's basically everyone that own AT&T." Amy joked.

"Don't worry, Max. I'll keep searching for any leads on the Beetle and get back your Digitizer." Spidey promised his idol.

"Thank you, Spider-Man. I also want to thank Team RWBY and Freedom Fighters for being here today when we needed them." Max thanked the other young heroes for their assistance today.

"Aw, it was nothing, Mr. Modell." Ruby remarked, feeling a little embarrassed to be complimented by a super-genius like Max Modell.

Yang turns to Spider-Man to subtly remind him to change into his alter alias, "Don't you have an Avengers report to file or something?"

"I hate writing those. See ya later!" Spidey quipped as he swings away from the premises to change clothes.

* * *

**5 minutes later…**

After changing into his civilian clothes, Peter Parker is seen running into the ruined lobby to reunite with his friends, fellow intern, and his science idol, "Guys! Is everyone okay?"

"Peter! Yes, we're fine. Glad to see you're safe." Max replied, relieved his intern is safe and sound.

"Spider-Man hid me inside a closet until it was safe to come out. Did I miss anything?" Peter asked, playing dumb.

"Besides the fact part of Horizon was trashed and the Beetle stole Max's Digitizer?" Debra remarked with a deadpan stare through her glasses.

"Sorry about that, Max." Peter apologized.

"It's alright. I'm just glad it's all over and everybody's safe. Guess we'll have to cancel today's activities. How about you two return tomorrow to help me create a machine that can rebuild property damage in an instant, to get his place back in tip-top shape in no time?" Max said to his two interns, Peter and Debra.

"I would like that. I'll see you later, Max. You too, Peter." Debra said goodbye to them as she and Max leave the area to just Peter and his heroic pals.

"Some first day, huh?" Ruby joked to Peter.

"I've had worse first days. I still wonder who was it that hired Beetle to steal the Digitizer?" Peter wondered, still trying to figure out Beetle's mission and who is boss is.

"I'm sure we'll figure it out after some nice, relaxing coffee at the Coffee Bean. My treat." Amy offered to get her friends free coffee as they leave Horizon Labs since she works at the Coffee Bean now.

* * *

**Unknown Hideout**

**BGM-Sonic Forces OST-Null Space (Cutscene)**

Beetle arrives in a secret hidden base somewhere in New Vale City with the Digitizer, the package he was hired to deliver to his mystery employer sitting on his chair in front of multiple holo-screens that spies on different sections of the city.

"**Here's your package." **Beetle gently releases the Digitizer from its floating bubble behind his mystery employer.

"**Excellent…" **His mystery employer slowly turns from his chair to face Beetle to reveal himself as the cloaked Cyber, who is also Mecha Spider-Man in disguise, **"It would seem I underestimated you, Beetle. You've done an admirable job collecting Horizon's Particle-To-Light Organizer and Transporter Device to me."**

"**I hear they're calling it the 'Digitizer' now." **Beetle remarked.

"**It will still serve the same purpose to me, no matter what it's called." **Cyber replied.

"**I expect payment come in full?" **Beetle asked for his reward.

"**Already taken care of. You may leave now." **Cyber turned back to his computers while Beetle quietly leaves him to his work. He switches one of the screens to showcase his rival, Spider-Man, swinging through the city after a hard day. **"So…He survived the first trial. Unsurprising." **He said in a cold, emotionless tone, knowing the spider would've come out on top from his "trial". The mecha menace switches another screen to have a video chat with Alistair Smythe, the Ultimate Spider-Slayer, who's seen working in some kind of lab. **"Smythe. The S-01 was a failure. Despite that, it gave Beetle enough time to deliver me the Digitizer. You and Doctor Watts will begin studying the device at once so we can move on with the next stage of our plan."**

'_Acknowledged. Call in some men to deliver it to me. Smythe out.' _Smythe then hangs up the call.

"**I am a patient machine. I have sent months planning to get this point. And I do not mind spending another few. I am in no rush. I will bide my time until each step is completed to their fullest. Then, when the time IS right, my victory will be assured." **Cyber Mecha said ominously in his room.

**BGM End**

* * *

**KFX Here: Next chapter, expect to see some Sonic action. Hope you're liking the story so far. This is one of my big story projects I've been looking forward writing since Lost Continent.**

**Note: Since there was a small time skip between Issue 1 and Issue 2, some of the characters have aged up a bit: Spider-Man is 19. Team WBY and Team JNPR are 19 (Ruby's October birthday hasn't passed yet). And Sonic is 17.**

**HybridKing18: In the comics, Debra had mental problems that made her THINK Peter is Spider-Man. She didn't actually know his secret identity. Like I said in the last chapter, the Debra in this series is mostly based off her 90s cartoon counterpart.**

**Alexbaker42: I never said Dr. Connors was going to appear in this story. That was a cameo line.**

**Question of the Chapter: How are you guys feeling so far about Mecha Spider-Man being a main villain for once since he's also an "original character" for this series?**


	5. Act 1 Issue 4: Return of the Doctor

**BGM-RWBY: Grimm Eclipse OST-Red Likes Roses Instrumental**

**Ruby: My name is Ruby Rose, leader of Team RWBY. Spider-Man traveled into cyberspace to chase the Beetle after he stole the Digitizer. Unfortunately, he got away after unleashing a giant robot onto the city. Who hired Beetle to steal the Digitizer? I get the feeling this semester is going to be QUITE crazy.**

**BGM End**

* * *

_Act 1 Issue 4: Return of the Doctor_

**Mystic Ruins, New Vale City (Home to Beacon Academy)**

**BGM-Sonic Mania Adventures OST-Discovery**

Two days passed and there has been no signs of the Beetle ever since he stole the Digitizer for a "mysterious employer". Despite that little problem, things in the city are back to being as normal in this unified world.

At the Mystic Ruins, an island located next to Manhattan accessible by train, is Beacon Academy the school that trains students into becoming Huntsmen and protectors of the world. Walking along the courtyard are two of its professors: The stern combat instructor, Glynda Goodwitch, and headmaster, as well as the reincarnation of an ancient warrior, Professor Ozpin. Glynda is seen looking at her tablet about everything Beacon related while Ozpin minds his own business drinking sipping his coffee.

"This year's initiation test went smoothly, with some expected hiccups. Some of the new students got lost for an hour while exploring the Lost World Temple for the relics. Our new professors are getting accustomed, but I do have to voice my opinion. Are you sure it is wise we hired Doctor Curt Connors as our new Biology professor? There's no denying the man is a genius, but you and I have been informed of his 'condition'." Glynda asked the headmaster, questioning why they hired Dr. Connors to work in Beacon.

"A 'condition' that I heard was permanently cured and will no longer be an issue." Ozpin replied, trusting Connors, "The students need someone like Connors to teach them how to become better Huntsmen and to unlock their scientific potential. After all, we've both taken part in 'unique' events where the scientific mind was the key to saving our lives, and there will be times we can't count on 'super-genius heroes' for help. We've been living in this unified world for about a year. Past mistakes don't matter in this new world. Everyone deserves a second chance. And there's no other biologist that can accomplish the job teaching our students about redemption and science as brilliant as Connors."

"If you think that is best." Glynda reluctantly agrees to allow Connors to teach in Beacon Academy. She looks back at her tablet, "I should also inform you most of the Freedom Fighters have already arrived for the special 'Avengers/Freedom Class' and are about to teach our third-year students at Windy Valley. Still no word of the remaining two instructors."

"Shall I take a guess who one of them might be?" Ozpin asked, getting a keen idea who might be one of the missing Freedom Fighters running late to teach a class.

**BGM End**

"WAHOOOOOOO!" And right on que, the excited scream of a certain blue hedgehog can be heard loudly enough for both professors to stop on their tracks and turn around to look at the source. It's Sonic the Hedgehog about to try and land a very fast-moving Tornado at the Beacon Courtyard. Tails is seen clenching onto the wings of the Tornado for once in his life as its booster runs out of fuel just in time for Sonic to barely land the plane right in front of a stoic Ozpin and an annoyed Glynda.

**BGM-Sonic Rush OST-Theme of Sonic's Event**

"You're late." Glynda told the hedgehog with the meanest/annoyed glare through her glasses.

"Sorry, GG. Was helping Tails test out his new jet booster prototype for speed all morning." Sonic replied with a casual smile that simply annoys the Huntress.

"Is that why you almost crashed your plane at us?" Glynda asked.

"I…may have smashed the button a little too enthusiastically and wasn't able to cut the booster power until it ran out of fuel…" Sonic replied, slightly embarrassed.

"I've already added that to my list of scheduled upgrades." Tails remarked, ending with Glynda sighing beside Ozpin.

"Glad you still made it safe and sound. Your teammates are teaching in Windy Valley. You should probably catch up before they begin instructing." Ozpin told the two freedom fighters.

Sonic smirks, "Catch up? You forgotten who you're talking to? By the time you take another sip from that mug, I'm already there. See ya later, Old Man Oz! You too, Grandma GG!" The hedgehog grabs Tails's hand and zooms pass the professors towards Windy Valley, leaving behind a dust cloud around the Huntsmen.

"I don't know who has the better knack of annoying me: The hedgehog or the spider?" Glynda asked while glaring in Sonic's direction all while Ozpin ignores everything that just happened with another sip of coffee.

**BGM End**

* * *

**Windy Valley, Mystic Ruins**

**BGM-Sonic Adventure OST-** **Windy Hill ...for Windy Valley**

Windy Valley can be entered inside a cave within the Mystic Ruins, leading into a large set of greenery ruins set flying high in the clouds amongst dangerous gusts of wind and a lethally violent tornado. Several students, among them are Team RWBY, Team JNPR, and Team CRDL, are led to this hazardous terrain by the Freedom Fighters: Sally Acorn is its leader and the princess to the Kingdom of Acorn. There's the married couple of the group, swordsman Antoine D'Coolette and cyborg Bunnie D'Coolette. And there's Team Rose, consisting of Amy, Cream, and Big the Cat. Sally leads everyone to meet up with Rotor the Walrus, expert inventor who has just finished calibrating some Extreme Gears and suspiciously high-tech paintball guns.

"Is everything all set, Rotor?" Sally asked her inventor friend.

Rotor nods with a thumbs up, "All good. We can begin at any time."

"We will if a certain _someone _won't show up in the next 5 sec-," Before Sally could finish, a speedy Sonic arrives with Tails to interrupt her, "And there he is." She finished so casually as she expected Sonic to show up like this.

"Hi, Sonic!" Ruby waved at her hedgehog friend happily.

"Yo!" Sonic raised a hand back to greet her.

"For someone who lives by the motto, 'Gotta go fast', you sure love showing up late." Sally said to the hedgehog with a sly smirk.

"I'm teaching the students to learn from my mistakes while learning how to be like me." Sonic quipped.

"You are a terrible teacher." Weiss remarked from the sidelines.

**BGM End**

**BGM-Sonic Adventure OST-The Air…for Windy Valley**

"Well now that you're here, we can begin the class." Sally said, taking a stand before her fellow Freedom Fighters to begin instructing the students on their lesson for today. "Since the semester just started, we'll take things easy for today's lesson and do some review on team coordination and endurance. The goal is simple: Make it to the Goal Ring set up by Rotor across Windy Valley within 3 minutes. You'll be avoiding basic obstacles like Grimm and reprogramed Badniks, but we'll also be adding a new obstacle into the mix."

"And what might that be?" Jaune asked the princess.

Sally simply smiles as her Freedom Fighters each pick up one of Rotor's paintball guns to wield, including Cheese, and an Extreme Gear to ride on for today's exciting class, except for Sonic since he prefers running, "Us."

Jaune and some others replies with shocked faces along with their eyes widen that they'll be basically going against the Freedom Fighters in today's class, "…Oh."

"Awesome! When do we start?!" An overly excited Nora asked the princess.

"Now." Sally grinned.

**BGM End**

**BGM-Sonic Heroes OST-Sea Gate**

It's the Freedom Fighters versus Beacon Students as the mobian heroes take the first shot firing rapid-fire paint balls at their class. The students quickly startle while avoiding as many paintballs as possible before scattering into their teams onto their own path to the goal ring with different members of the Freedom Fighters on hot pursuit.

Team CRDL, led by Cardin Winchester, run for their lives from Team Rose and their dreaded paintball guns riding on their Extreme Gears. "Move guys! Those animal girls are catching up!" He told his team.

"And a cat! Don't forget about the cat!" Amy quipped as Big managed to shoot down Dove and Sky with harmless paintballs. Cardin and Russel didn't bother picking up the other two as Team Rose are still on their trail. Some of the local Grimm like Lancers and reprogrammed training Badniks like Boa-Boa show up to delay the two Huntsmen-in-training. They quickly managed to destroy them with their weapons but were shot down by Amy and Cream, with Cheese blasting some more paint on Cardin's face.

Team JNPR were performing almost the opposite than Team CRDL. They don't have too much paint on them and they were able to work together destroying the sentient obstacles while still on the move from Sally, Rotor, and Bunnie. Jaune's team then stopped at a fork road that leads to two different paths: A nice, clean floating steel roadway or the dark and dangerous path that leads to a giant tornado that would probably kill them if they set foot any closer.

"Let's take the path to the tornado." Nora suggested so casually.

"WE DO NOT WANT TO DIE!" Jaune immediately objected.

"Less arguing, more getting sprayed by paint!" Sally joked, shooting more paint that forces Jaune's team to the safer path.

"Pyrrha. Ren. Keep them off our backs." Jaune ordered his two teammates.

While running, Ren whips out his dual-pistols to start shooting down his pursuers. It obviously didn't work because they keep moving around in the air from riding Extreme Gears, so Pyrrha decides to use her magnetic Semblance to mess up their mojo, throw them off balance for a bit to buy them more time, even taking advantage that Bunnie is a cyborg and manipulates her metal parts to 'force-push' her back onto Sally and Rotor.

"Sorry, Bunnie!" Pyrrha apologized while her team's still on the move.

"It's okay, hon! That was a good move!" Bunnie replied.

Meanwhile with the remaining Freedom Fighters, Sonic leads Tails and Antoine to pursue Team RWBY on a Wind Path, an invisible road created from the fast movements of winds. Sonic is obviously fast enough to keep up with Team RWBY and fire more paintballs at them, mostly aimed at Weiss.

"Can't lose me, Elsa!" Sonic taunted.

"Elsa. Ice Queen. Make up your mind!" Weiss retorts from all of her cold nicknames.

The Freedom boys continue to chase down the girls even while jumping off multiple Jump Panels. The girls landed next to two rockets that'll take them across a wide bottomless pit to the next floating island. Seeing how there's only two rockets available, they partner up with their partners: Weiss holding onto Ruby and Blake holding onto Yang. They fly off over to the next island with Sonic and his squad just missing them.

"How are we going to get across ze pit?" Antoine asked.

"You think this will slow us down? Tails, grab ahold of 'Twan. I'm gonna jump for it." Sonic ordered.

Tails picks up Antoine and flies him over to the next island with Sonic speeding back to gain enough speed to leap over the bottomless pit all the way above Team RWBY's position. "Hey, hey, hey!" Sonic fires more paintballs from the sky that forces Weiss to create a large ice barrier to protect her team. To destroy the barrier, Tails throws 'Twain to unleash his Spin Blade Ball Attack, turning into a literal buzzsaw that slashes through her ice barrier with ease and blows the girls away.

"Hurry up, girls, time's a wastin'." Sonic taunts them.

"I hate it when he's right." Weiss remarked as the girls get back up.

"Blake, that rocket!" Ruby points to another rocket close enough for Blake's ribbon to yank and fire at Sonic's squad, distracting them a bit so her team could continue moving with less than a minute left on the clock. Yang fires from her shotgun gauntlets to keep Sonic's group at bay until they approached another Wind Path. "Got an idea! Hold onto me!" Ruby ordered her team. Her teammates have no idea what she has in mind but they trust her enough to hold onto her. Ruby then activates her Semblance through the windy path to gain the extra speed and altitude to fly all the way to the Goal Ring, getting first place while completing the task within the time limit.

**BGM End**

**BGM-Sonic Adventure OST-Stage Clear**

"We made it!" Ruby cheered happily for herself and her team, though they were still covered in paint. Coming in second place was Team JNPR who were also painted with paint, and then comes Team CRDL in third place and lastly every other student, all sprayed in paint but managed to arrive at the goal just before the time limit was up.

**BGM End**

**BGM-Team Sonic Racing OST-** **Narrative Cue: Peaceful**

"Did we win?" Nora asked with an adorable smile while her whole body is covered with paint.

"You all did very well today. You all earned yourselves a good grade, and a good shower." Sally congratulated the class for a job well done.

"Ha ha. That was a blast! We should do this again sometime!" Sonic smiled from the fun he had.

"How 'bout no? Look at me! I'm a mess because of you!" Weiss said angrily towards the hedgehog.

"Part of the lesson was get to the goal while avoiding getting painted. Maybe we should re-test you for a better grade." Sonic quipped with a sly grin.

"Looks who's trying to act like a teacher." Weiss glared.

As the students clean themselves up with towels given to them by Team Rose, suddenly the Freedom Fighters' A.I. lynx friend, Nicole, appears as a small hologram floating above Sally's handheld. _"Freedom Fighters, emergency!" _A worried Nicole got the attention of her organic friends.

"Nicole?! What is it?!" Sally asked her loyal friend.

"_Something important that requires our full attention!" _Nicole replied.

"What's more important than teaching Weiss how to dodge paintballs?" Sonic quipped, annoying the heiress behind him.

**BGM End**

**BGM-Team Sonic Racing OST-Narrative Cue: Emergency**

"_Hydra just attacked the United Nations!" _Nicole informed the mobians and the students about this surprise attack that causes Ruby to spit out water she was drinking.

Nicole projects a large holo-screen for everyone to watch the current situation at the United Nations headquarters in New Vale City. Three enormous tentacled vehicles with skull-shaped heads called "Hydra-Bots" rising from the sea and invades the United Nations using Hydra Agents and Hydra Dreadnoughts, their battle androids, they deployed from their tentacled transports.

"This is happening right now? Where are the Avengers?" Sally asked her AI.

"_In Tralius, 30 minutes out. There's military detail at the UN, but Sally, it's a FULL assembly. EVERY world leader is attending, including the president. Reports are saying Red Skull is leading the attack!" _Nicole replied.

"Red Skull? …Alright, students! Class is dismissed. The Freedom Fighters got work to do." Sally ordered everyone.

"We want to help." Ruby offered to assist them.

"Sorry, kid, it's still a school day for you guys. Leave the skull and snakes to us." Sonic grinned, pointing to himself as the Freedom Fighters will go alone to deal with Hydra.

"How come you don't go to school?" Yang asked with a stare and folded arms.

"I graduated from the school of speed with a degree in fast that was enough to apply for a job in adventure." Sonic joked.

"I'm jealous." Yang quipped with a grin.

"Alright, Freedom Fighters! Let's move out!" Sally ordered her team to head out and stop Hydra.

**BGM End**

* * *

**United Nations HQ, New Vale City**

**BGM-Sonic X OST-Dark Eggman**

Security could barely hold their own as Hydra pins them down with their more advanced weaponary and military force. Some of the UN guards didn't even stood a chance against Crossbones, Red Skull's favorite mercenary wearing black battle armor with an insignia representing a white crossbone. Crossbones laughs as he takes pleasure killing multiple guards with his favorite machine gun.

"Ha ha. Worms." Crossbones taunted the dead guards.

Approaching the mercenary is Red Skull himself in a composed posture, the current leader of Hydra after regaining control from Viper, aka Madame Hydra, some time ago, "Without the Avengers, there is no one to protect these worms or their leaders. Only I, The Red Skull, is worthy of leading this world into a better one!"

"Do we all have to wear red skull masks like yours? No wait, yours is real!"

"What?" Red Skull gets surprised when a blue blur speeds by and defeats his surrounding soliders before reuniting with his allies. That blue blur belonged to Sonic, standing next to Sally in front of the other Freedom Fighters except for Tails and Rotor, the former piloting the Tornado and the latter piloting the Sky Patrol.

**BGM End**

"Red Skull." Sally confronted the leader of Hydra with her Ring-Blades equipped.

Red Skull regains his calm composure after realizing his new opponents, "Ah. The Freedom Fighters. It's not too often we come into conflict."

"Wish it was sooner. Been interested kicking you in your skull-face." Sonic quipped.

"Surrender, Skull. You tried to take over the world for over 60 years. The United Nations won't fall today, not while we're here. Give up now or suffer the consequences!" Sally threatened the skull boss.

"Hydra does not surrender. Even if you cut off one head, two more shall takes its place! Men! Destroy the Freedom Fighters!" Red Skull ordered all his agents, including Crossbones, to attack the mobian heroes.

**BGM-Sonic X OST-Battle**

Hydra goons fire everything they have on the Freedom Fighters but they proved too fast and managed to dodge their attacks. "Bunnie! Antoine! Big! Target and disable Crossbones! Amy and Cream! Make sure the world leaders are okay! Tails and Rotor will deal with those giant mechs while me and Sonic take care of Skull and his ground forces!" Sally gave the order to her teammates.

Amy and Cream follows Sally's orders and rushes into the building to check in with the world leaders' safety while smacking away any Hydra solider blocking their way. Bunnie flies to avoid Crossbones's gunfire, distracting him for her swordsman husband to slash Rumlow's weapon into two. "Why I outta…" Crossbones punches Antoine before quickly grabbing him by the head and throws him to hit his wife.

"It's not nice to hurt my friends." Big drops down above the mercenary with a belly slam.

Tails and Rotor tag-team with their respective vehicles against the massive Hydra-Bots. One big mech launches a tentacle and then its guns to shoot down the Tornado, but Tails's piloting skills made sure he was safe to counter with rockets through the skull-eyes, blowing up the Hydra-Bot. The second Hydra-Bot fires all its weapons against the Sky Patrol. Rotor made sure it's shields were at full capacity to give him enough time to power up the Particle Beam Cannon that pierces through the second mech with ease.

"I thought snakes were supposed to be slippery, but you guys are just _sloooow_." Sonic jokes around, beating down all the incoming goons with Homing Attacks. He kicks one to tackle Red Skull while he least expected it, angering the tyrant to shoot his slow gun at the speedy hedgehog.

A Hydra Dreadnought uses its drill arm to attack Sally, but the Acorn princess was able to side-step away in time to counter with a slash from her Ring-Blade. "Have you finished analyzing these robots, Nicole?" Sally asked while taking on another Dreadnought.

'_You won't believe this. They are Hydra Dreadnought-class robots, upgraded with Eggman tech!' _Nicole told the surprised princess.

"What?! Eggman tech?!" Sally leaped from another Dreadnought attack to strike it in the chest, slashing it open to rip apart a metal component that has the Eggman insignia on it, "This IS Eggman tech! But how?"

"I see you have discovered our little secret, princess. It is true. For this mission, Hydra has made an alliance with the Eggman Empire. Upgrading our mechs with their technology and testing them on the United Nations." Red Skull revealed Hydra and the Eggman Empire are in cahoots for this specific mission.

"Eggman has been gone for MONTHS. I saw. How did you make an alliance with an empire with no leader?" Sonic asked the Hydra boss since he knows full well Eggman is forever trapped in a crystal, held deep in space by The Collector.

**BGM End**

**BGM-Sonic the Hedgehog (2006) OST-Theme of Dr. Eggman**

"When that empire HAS its leader! Ohohohoho!" That familiar voice and sinister laugh caught the mobians' attention to see a familiar egg-shaped vehicle hovering down holding its egg-shaped pilot with a funny mustache.

"Eggman's back?!" Bunnie remarked in shocked just like her fellow Freedom Fighters.

"Impossible! How the heck did you escape from the Collector?!" Sonic pointed, baffled by the scientist's surprise appearance.

"You really didn't think my minions would leave me trapped forever with that cosmic old fool?" Eggman asked.

"Uh, yeah." Sonic quipped with deadpan stares.

Eggman growls, "Silence! Doesn't matter if you know HOW I came back! All that matters I AM back, and will finally destroy you and the Freedom Fighters, and once the United Nations and its world leaders are destroyed, the world will be RIPED for conquering!"

The mad doctor summons his Badnik Horde and cybernetic Egg Soliders to assist Hydra to overwhelm the Freedom Fighters, which kinda got Sally a little worried, "Well, we weren't expecting this. Either one group we could handle, but the two of them together? I am _slowly _tempted to hit Sonic in the head for rejecting the students' help."

"Emphasize on the 'slow' part." Sonic quipped.

**BGM End**

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-Theme of Captain America**

"Then it's a good thing we got here as fast as we could." The encouraging voice of an American captain gives the Freedom Fighters hope they could still win this. Through a red, white, and blue blur, an indestructible shield ricochets off multiple Hydra and Egg soliders giving the mobians some trouble. The shield ricochet off Crossbones, then Eggman, and lastly Red Skull himself before it returned to its rightful owner: Captain America, the leader of the Avengers. Standing with the good ol' captain are his fellow teammates: Iron Man, Hulk, Thor, Spider-Man, Black Widow, Hawkeye, Scarlet Witch, Wasp, Black Panther, and Captain Marvel.

"Hey everyone." Spider-Man casually greeted his mobian friends.

Red Skull hisses from seeing his arch-rival and his allies have arrived to mess up his plans again, "Captain America…"

"Avengers! You made it!" Sally remarked in joy and relief they got backup.

"Sorry we're late. Skull left his daughter to keep us occupied in Tralius while he led an attack on the UN. Is there anything we could do to assist, Sally?" Cap asked the acorn princess.

Sally smirks, "Just the usual," with her and Captain America standing before their united team against their common enemies, "Freedom Fighters! Avengers! Assemble!" She yelled.

**BGM End**

**BGM-Sonic X OST-Sonic's Fight**

"**Should've stayed with the Collector, Eggy, so we wouldn't have to break all your toys." **Iron Man jokes in the air to repulsor blast the doc's aerial badniks with assistance from Bunnie.

"Some toys. They break so easily. Where did you get them? The dollar store?" Spider-Man trashes dozens of Badniks and Dreadnoughts alongside Antoine, Widow, Hawkeye, and Black Panther.

Scarlet Witch fires chaos magic bolts to clear an area of Egg Soliders for Amy, Cream, and Wasp to deal with the stragglers. Crossbones briefly goes toe-to-toe against the incredible Hulk and his raging might. The skull-face mercenary uses smart tactics to avoid his gamma punches by rolling under a car and pop out with a stun grenade to the face that blinds the green avenger for a bit for gauntlet blade slashes. "You won't crack Crossbones!" Rumlow taunts him until he receives a surprise bearhug from Big to keep him within his grasp. Hulk smiles now that Big has Crossbones in his clutches and blasts him straight into the nearby ocean with one smashing uppercut.

"You won't beat me this time, rodent!" Eggman proclaims while protected by four of his super-badniks, his large purple Egg Hammers.

One of the super-badniks tried to smash Sonic with its hammer only to miss and Sonic simply runs along the hammer as Thor approaches. "Yo Thor. Test to see if your hammer measures up with theirs." Sonic grinned.

"I am very certain no hammer is greater than Mjolnir." Thor electrifies his hammer to swing it on one super badnik, destroying it with ease before throwing his hammer to pierce two more. He summons back his electrified hammer to swing at a curled-up Sonic to destroy the last super badnik, hitting Eggman afterwards while even piercing through the last Hydra-Bot.

"That looked cool. Can I try?" Captain Marvel quipped, surrounding herself in cosmic energy to pierce through the opposite direction where Sonic smashed through the Hydra-Bot, weakening the giant mech for Tails and Rotor to finish off with their respective vehicles.

"You will not beat me this day, Captain America!" Red Skull fires his energy rifle at the American captain and Acorn princess who is by his side.

"I've beaten you plenty of times before, Skull. Today won't be so different." Cap blocks his shots with his shield, then throws it to stagger Skull for a moment for Sally to disable his rifle. Skull growls a bit before entering hand-to-hand combat with the princess, giving her a hard time until Rogers came in with a flying kick that knocks the Hydra leader skipping along the ground until he lies down unconscious next to Crossbones.

Seeing that he is outnumbered and outmatched, Eggman silently takes off before the heroes could catch him, "I'll be back! Just you wait!" He growls, flying away on his Egg-Mobile while his Egg Army does their best to escape, with only a few unlucky to run away before getting captured.

**BGM End**

"Yeah, you better run!" Captain Marvel taunts the retreating coward.

"Eggman may have escaped, but at least we've captured Red Skull and Crossbones before Hydra could destroy the United Nations." Sally said, not disappointed Eggman got away from their clutches.

"Thank you, Freedom Fighters, for holding off Hydra while we were running a little late." Cap smiled at his mobian allies.

"You're not the only one who ran late today." Amy smirks at the chuckling Sonic.

"So how did Eggman escape from the Collector?" Spider-Man asked as he thought for sure that man would've been a permanent prisoner to one of the most powerful beings in the universe.

"Who knows, who cares? This isn't the first time he somehow escaped the impossible. I'm sure the next time he shows his ugly egg again, we'll crack it like we always do!" Sonic grinned, confident that no matter what Eggman's next scheme might be, they'll be more than capable to putting a stop to it, especially if he plans to take on both the Freedom Fighters and the Avengers.

* * *

**Arsenal Pyramid, Green Hill Zone**

**BGM-Sonic Forces OST-Null Space (Cutscene)**

Defeated by the hands of his arch-rival and his allies once again, Eggman retreats back to his pyramid base at Green Hill. Once inside his lab, his robot lackeys, Orbot and Cubot, greets him. **"Hiya, boss. How was your day?" **Cubot asked with his usual idiotic demeanor.

"It went as expected. Sonic and his allies remain clueless." Eggman replied, not sounding like a mad scientist who just got his egg cracked, but a mad scientist who remains calm and collected even after suffering a major defeat for not destroying the United Nations even with Hydra's help. Very suspicious.

"**Sir. Your partner is online." **Orbot informed his boss.

Eggman takes a seat in front of his computers and presses a button to answer the video call. The mystery person that's calling him is in fact, 'Cyber' Mecha Spider-Man, _'It would seem your mission was a success.'_

Eggman smiles, "Indeed…" Suddenly, his body turns into silvery liquid-metal and shape shifts into a different form, his true form, and that form is Neo Metal Sonic, **"The Freedom Fighters and the Avengers have no idea I have been impersonating Dr. Eggman. To give the illusion and worry he has returned so I may keep the Eggman Empire organized for our mutual goal. Red Skull is arrested, leaving Hydra and their resources vulnerable for your use."**

'_Excellent. Their resources will be useful for my operations here in New Vale. You will continue occupying the Avengers and Freedom Fighters around the globe. I do not want to risk them learning there is a connection between the two of us, at least not until we've reached that step in our plan' _Cyber Mecha replied, implying Metal used Hydra and left Red Skull to get arrested, all to help his mecha partner for his own ideas.

"**Affirmative. When do you plan to launch your criminal organization?" **Metal asked a very intriguing question.

'_In due time. Unlike your organic counterpart, I know when to take things slow. With the Digitizer in my possession, neither the human world or the cyberworld will be safe from being deciphered.' _Cyber replied ominously, hinting what his new crime gang will be capable of.

**BGM End**

* * *

**KFX Here: Fun chapter, wouldn't you guys agree. Like in Sonic Heroes, Neo Metal Sonic is impersonating Eggman to take control of the Eggman Empire in secret. We won't be seeing the Avengers or the Freedom Fighters for perhaps the remainder of Act 1. We'll be focusing more on Spider-Man and Team RWBY for this section of the story. Next chapter is the introduction of Cyber Mecha's new gang.**

**Question of the Chapter: How are you guys feeling about the Unified World the heroes been living in for a while now? **


	6. Act 1 Issue 5: Cipher

**BGM-Marvel vs. Capcom Infinite OST-Theme of Spider-Man**

**Spider-Man: Look out! It's your Friendly Neighborhood Spider-Man! Eggman is back?! Should've seen that coming! He teamed up with Hydra to destroy the United Nations and kill the world leaders. Luckily, Sonic and the Freedom Fighters held them off long enough until me and the Avengers could provide some assist to take them down. Eggman escaped but we managed to arrest Red Skull and Crossbones. I wonder what Eggman's new master plan is?**

**BGM End**

* * *

_Act 1 Issue 5: Cipher_

**Beacon Academy, New Vale City**

A few days later after Hydra's attack on the United Nations, Team RWBY and Team JNPR are in their school uniforms attending a lecture by their new Biology teacher, Doctor Curt Connors. Dr. Connors is a brilliant biologist, one of the best in the whole world. His attire is a simple white lab coat, but more unusual is his missing right arm that was lost in an explosion during his time as a surgeon in war many years ago. He now teaches in Beacon Academy to show them his newest invention, a laser device he holds in his one hand.

"Before we end today's class, I want to show you all something. It's my latest invention: The Neogenic Recombinator," Connors shows his new students of his genetic device, "A machine capable of utilizing radiation, focused as a coherent beam that's capable of genetic manipulation. With this device, we can augment a human's genetics to treat or alter various characteristics…" The school bell rang, meaning it's time for Connors to close out his class before his students walk out the door, "I'll show you all a demonstration on a later date after your exams! Come to my office if you have any more questions!"

Connors packs up and prepares to leave the room himself until he noticed Weiss and her teammates walking up to him. "Dr. Connors. I want to say it's an honor to have a famous scientist like you teach in our school. We've heard a lot about your research in genetics and biology from our friend, Peter, who sometimes doesn't shut up about you." Weiss greeted her new professor.

"Peter? As in Peter Parker?" Connors remarked, having no idea these girls are friends with one of his best students.

"Yeah. He used to work for you, right?" Ruby asked.

"As my intern, yes. I'm also one of his professors at ESU. He's quite brilliant, but also lazy." Connors replied his opinions on Peter Parker. He truly does respect Peter and his genius, but he is aware he has a tendency of showing up to class late or falling asleep in class.

"There's a good reason for that." Yang said.

"And what might that be?" Connors replied, clueless that his brightest student is also New Vale's greatest webslinging hero.

The other members of Team RWBY stare at their mouthy blond friend for not shutting up and now has to lie to Connors to protect Peter's secret identity, "He, uh, hangs out with me a lot he loses track of time…" Yang said with a nervous, unsure smile.

"Well, I hope you could remind him to come to class on time the next time you two 'hang out'. I'll see you girls later." Connors politely took his things and left the classroom, shortly followed by Team RWBY themselves.

* * *

**Team RWBY's dorm, Beacon Academy**

**BGM-Sonic Colors OST-Yacker's Plea**

'_Follow me, solider. You're my backup.' _The N.P.C. Captain America spoke in the game, SHIELD of Honor, the videogame Ruby and her sister are having too much fun playing together after class in their dorm. Weiss sits down on her bed, ignoring the gaming sisters' loud cheers with her headphones on so she could work on her online homework from her laptop in peace. Blake does the same thing, listening to calm music and sitting on her bed, as she reads her favorite book.

Though she likes to focus on her own studies, it does irritate Weiss to see Ruby and Yang messing around playing video games and not studying for their classes, "Y'know, you can play that game _after _you do some studying."

"We'll study later. We're almost at a save point." Yang remarked, paying more attention firing at Hydra agents in a first-person view.

"Why do I even bother sometimes?" Weiss wondered as she turns back to her laptop.

'_Why DO you bother sometimes?' _A surprise cyber Spider-Man suddenly popped up in her laptop.

"AAAAH!" Weiss shouted, instantly jumpscared off her bed.

The other girls turn to see their webbed friend jacking out from Weiss' laptop, converting from data to his original organic flesh body and costume. "Sup." Peter casually greeted his friends after exiting cyberspace.

"Peter, hi." Ruby happily greeted her big bro.

An annoyed Weiss doesn't share her partner's happy sentiments and angrily clenches her hands onto Peter's costume, "What's the big idea scaring me like that?! I thought my computer got infected with a virus, which honestly you kinda are."

Peter shamelessly chuckles and rubs his head, "Sorry, sorry."

"So what brings our friendly neighborhood webhead from his sizable apartment to our small dorm?" Blake asked him through dry humor, still lying down on her bed.

"Goofing off in the internet?" Weiss glared at the webhead.

"I wasn't goofing off. A little bit maybe. I've been searching for clues where Beetle might've taken the Digitizer. Thought I dropped by to say hello." Spidey responded.

"It's been like a week, right?" Ruby asked, saying a week has passed since the theft at Horizon Labs.

"Yeah, and so far, nothing. Between classes, Horizon, and the fact Eggman's back been _kinda_ keeping me busy, which is nothing new for me." Spidey replied.

"Wish we had more of those 'Digiwatches' to help you out. How's things at Horizon?" Yang asked her spider boyfriend.

"Awesome! I'm working with technology you couldn't find anywhere else you would think they're from the year 2099! Working alongside Max Modell totally rocks! Can't wait when I apply for a full-time job there!" Peter remarked, pretty ecstatic to be working at his dream place.

"Cool! We just got back from Dr. Connors' class." Ruby told him, which got him initially confused.

"Dr. Connors? You mean Curt Connors? He works in Beacon too?" Spidey asked as he had no clue his own college professor at ESU is also working at Beacon Academy.

"Started this semester. Thought you knew?" Ruby replied.

"I keep running late to his classes." Peter remarked shamelessly.

Yang jokes, "He told us that much. Also asked us to tell you stop being late to them."

"I'll try. I gotta go. Yuri wants me to meet her at the precinct. Says there's an issue that could benefit from my unique skill set." Spidey said.

"Being obnoxious?" Weiss dryly remarked.

Peter quips, "It's part of it, but that's probably not what she wants. Gotta jack-in. Bye." The webster waved goodbye to his friends before jacking back into cyberspace through Weiss' laptop, leaving the ice queen annoyed and growling.

**BGM End**

* * *

**Cyber's Secret Hideout**

**BGM-Mega Man Battle Network 5 DS OST-Theme of Nebula**

Cyber Mecha walks out of an elevator entering a large robot factory of some sorts to meet with his underlings, Alistair Smythe and Arthur Watts, the latter a former member of Salem's group. The scientists are seen outfitting various thugs and criminals with new sleek, high-tech white and black armor with glowing red chest cores and sinister-looking helmet visors colored red. These high-tech goons pack some serious highly advanced equipment, like energy guns and energy gauntlets.

"**Smythe. Watts. Report. Is my Cipher gang ready for deployment?" **Cyber asked about his new gang, the new organization he's been building from the ground-up for months, a gang he calls "Cipher".

"You showed up just in time. We were actually going to call you." Watts replied a little snarky.

"We have just outfitted your men with new "Cybernaut Armor" derived from the designs of the Digitizer. It'll allow them to travel between this world and cyberspace with no hiccup." Smythe answered.

"**What is the status of the robot variant?" **Cyber asked about the second half of his new gang, the robot soliders.

"The Cyber Slayers are still in early production. But, with Hydra's resources your partner was so generous to allow us to attain with little trouble, expect them to be finalized in the coming weeks." Smythe replied.

"**Take your time, and use it to be efficient with their progress. That is why I broke Watts out from prison to assist you to make sure they are finalized before deployment." **Cyber said, implying he personally broke out Dr. Watts some time ago.

"How kind of you." Watts quipped.

Cyber walks away as he continues talking about his plans, **"In the meantime, I'll have my men assigned to various small tasks. I've already got one set up, leaving the NVPD blinded for a few hours and got in contact with another associate. Make sure to equip him with Cybernaut Armor when he arrives. It is time to perform some field tests."**

**BGM End**

* * *

**Chinatown New Vale Police Building**

Captain Yuri Watanabe walks out to the rooftop of the Chinatown police building chewing from a pack of bubblegum by herself, until she hears Spider-Man landing down behind her greeting her with his usual jokes, "Now that you quit smoking, what do you tell people when you come up here?"

"That I need a break from their crap." Yuri quipped.

Spidey flipped down to the railing she's leaning on, "Fair enough. So why'd you call? Need a date to the policeman's ball?"

"You got a black and white suit?"

"Uhhh…"

"No ball this year anyway. We spent too much integrating Oscorp's surveillance tech." Yuri turns her head showing Spidey an Oscorp surveillance tower set up on the building.

"Worth it though, right?" Spidey asked.

"It was…until an hour ago. The whole system went down. Citywide. Every tower." Yuri informed the hero the NVPD are blinded from all crime signals around the city.

"How?" Peter asked the captain.

"They tell me someone sabotaged the central server, and now all the towers are offline." Yuri replied, having no clue it was a certain metal webbed menace that sabotaged the central server.

"Hm. Inside job?" Spidey guessed.

"Maybe. I'll figure that out later. Right now we need to get these towers back online. Fast." Yuri told him of their mission.

"And you called me? Aw, that's sweet." Spidey joked.

"I _called _someone I can trust. Plus, the signals are scrambled and we have no idea how to fix it." Yuri said as she walks away to the door.

"Ooh!" Spidey flips down, "I love a challenge."

"You break it you buy it." Yuri warned him.

"I thought you _trusted_ me." Spidey said smoothly and jokingly, with Yuri giving him a quick look, shaking her head before walking back inside the building.

Now Spider-Man's all alone, alone to fix this Oscorp surveillance tower and get it back online. "Let's take a look at this tower." He walks up to hack it to see the wavelengths are all messed up. "Input bands have been shifted. Subtle." Nonetheless, with that amazing scientific mind of his, he quickly manages to recalibrate the wavelengths to match and reactivate the Chinatown tower. With the tower back online, Spider-Man has access to all the crime happening in the area.

Noticing this, Yuri calls up her spider-partner, _'We just had a tower come back online, was that you?'_

"Not just a pretty mask, eh?" Peter quipped.

'_Whatever you did, any chance you could do it to the other towers?' _The police captain asked of him.

"Sure. But just so you know, I had to sync up with the tower to fix it. I'm seeing all crime data in the area now. Looks like Casinopolis is experiencing a robbery near me." Spider-Man noticed from his suit's HUD.

'_Great I've got units nearby-.'_

"Don't bother – I'm on it." Spidey shoots out a webline then starts web-swinging to Casinopolis to beat up some goons, having no idea what he's getting himself in for.

* * *

**Casinopolis, New Vale City**

**BGM-Spider-Man: Web of Shadows OST-Kingpin Henchmen**

Casinopolis is a gigantic casino that used to be part of Station Square from Mobius until the Convergence made it a popular spot for the citizens and tourists of New Vale City. Dozens of people are here to play casino games to win big cash prizes. Too bad the new Cipher gang want to be winners take all. These high-tech goons make their grand unveiling to the city by robbing Casinopolis of all its goods. Civilians runs in terror screaming. Local security guards and Huntsmen quickly fell before Cipher's advanced weaponary as they break through a vault that holds plenty of gold that'll last them a lifetime.

"Grab the gold and let's get out of here!" One Cipher goon ordered his squad.

"What's the rush? The boss said the police are blinded. They have no idea that we're here." Another goon said to the other.

"Besides, I want to keep testin' out my toys. I'm lovin' my new suit." The third goon takes a likening to his new battle armor that'll make robbing banks and other crime activities a breeze.

"I'd still prefer you in an orange jumpsuit while wearing handcuffs." A quipping Spider-Man swings onto the giant Sonic statue made of Rings, grabbing the Cipher goons' surprised attention.

"It's Spider-Man! Mess him up!" A Cipher thug orders his men to aim their energy weapons and fire at the webbed hero. Spidey zips away from gunfire before immediately web-striking on top of a goon, instantly knocking him out so he could deal with the others and dodge some of their energy gauntlets

"That's some high-tech equipment you lamebrains are wearing. Doesn't look like they were fashioned to make you lucky winning a jackpot. If they were, send me your tailor's phone number." Spidey webs up a thug's gauntlets and web-throws him onto more Cipher goons. One of them throws a precious money bag only for Spidey to web-catch it and toss it hitting his head, scattering the money and gold from the bag.

"Forget this! Some of us are already stealing from the online vault! Let's meet up with them!" A Cipher goon plans to meet up with some others in the cyberworld.

"Hey, wait!" Spidey tries to stop them but they escaped by using their Cybernaut suits to digitizes themselves to travel into the digital world, leaving the webhead greatly shocked and confused they had that kind of ability. "Did they just digitize themselves into cyberspace? How were they able to do that? Gotta chase them down for some answers. Find a place to plug in first." Spidey quickly scanned the casino for any port that'll connect him into the casino's cyberspace. After a few seconds, he found a security panel with the appropriate ports that transport him into cyberspace with his Digiwatch, "Jackpot! Ha ha. Y'know, since I'm in a casino. Okay, funny business is over. Time for another cyber chase." He activates his Digiwatch and was digitize into data to transport into cyberspace once again.

**BGM End**

* * *

**Casinopolis' Cyber Field**

**BGM-Shadow the Hedgehog OST-Digital Circuit**

Reequipped with his Cyber Suit, Spider-Man is transported into Casinopolis' cyberspace. This whole zone is brightly lit with orange color with the sky and surroundings casino-themed. "Never done virtual gambling before." Peter jokes, then spots the goons he was fighting before working with more goons downloading money from Casinopolis' online vault, "You guys trying to bypass the rigged pinballs to win jackpots?"

"Aw crap! How did he get in here?!" A Cipher thug complained.

"Who cares?! Kill him! Or I guess, delete him!" Another and a few more opened fire on the cyber spider who dodges everything.

"Robbing a virtual casino? I'll admit, that's a tiny bit creative. Surprised with thugs with no brains. Where did you get those suits?" Spidey asked, defeating a few with web tendril swipes.

"We'll never tell." A Cipher goon fires from his virtual rocket launcher that Spidey had to jump over to counterattack.

"So you'll make me beat you up until you tell. I can live with that. You won't, probably." Spidey quipped, using some impact webbing to incapacitate the remaining thugs to the virtual floor.

**BGM End**

"And that's that. Now to return the downloaded money and figure out a way to get these guys back in the real world. Maybe hacking their suits will do something." Spidey hacks into the cyber goons' suits and found a lot of secret files he for the life of him couldn't hack into. He did manage to find a file that manually transports the unconscious thugs back into the real world where the police will be waiting for them.

"Done. A little difficult. Whoever built this armor didn't want me to learn who made it. Should probably build a gadget that'll transport out any more cyber goons I come across, if there are any more left in the cyberworld." Spidey said. He jokes, but a second later, he receives an enemy energy signature attacking another part of cyberspace. "Me and my big mouth." He checks his Digiwatch to scan and locate the source of the problem. Seconds later, he finds the problem originating from a subway station, "Someone or something is attacking the Grand Central Station cyberspace and it's causing it to accelerate."

**BGM-Sonic Battle OST-Frantic Event**

Peter then receives a call from his favorite redhead, Mary Jane, with an urgent request, _'Peter!'_

"MJ?! What's wrong?!" Peter asked.

'_I boarded a train at the Grand Central Station with Lucina when all of a sudden the doors closed up and the train immediately sped up losing control!' _She urgently informed him of her intense situation.

"Have you tried the emergency breaks?!" Peter asked, doing his part to stay calm to not make her worry even more.

'_The conductor did but got electrocuted! If this keeps going, we're going to collide with another train!' _MJ remarked.

"Stay calm! I'll be right there! You and Lucina make sure the passengers stay safe!" Spidey ordered.

'_We will! Hurry, Peter!' _MJ then hanged up at the same time Spidey hurries to her location.

**BGM End**

* * *

**With Mary Jane and Lucina…**

**BGM-Spider-Man: Web of Shadows OST-Boss**

What started out as a simple hangout after class quickly turned into a disaster for Mary Jane and Lucina, both trapped in a runaway train, full of scared passengers and a conductor that was electrocuted into unconsciousness, out in the open of the city. "Everyone stay calm and hang onto something! Help is on the way!" Lucina shouted to other passengers from the front of the train. She turns back to MJ, "Help IS coming, correct?"

"Hopefully." MJ replied worriedly. She looks at a map screen from the train's hijacked control panel to see another train headed their way from the opposite direction. In a few minutes, both trains will collide killing their respective passengers.

"I knew we should've taken the bus. Where are you, Peter?" MJ mumbled.

Her prayers were then answered as shortly after comes Spider-Man swings through a window of the runaway train. "Seems I have a train to catch. Glad I took that shortcut in cyberspace to make it in time." He joked.

"Spider-Man! Thanks the gods you arrived! The controls of this vehicle are not responding!" Lucina told the webslinger.

"Someone hacked the train from cyberspace! I'll have to transmit myself in to fix it!" Spidey says as he runs up to the control panel next to MJ.

"Cyberspace?" MJ questioned.

"Keep everyone safe! I'm going in!" Spidey points his Digiwatch to the panel's port and transmit himself into the train's cyberspace field.

**BGM End**

* * *

**Train's Cyber Field**

**BGM-Sonic Battle OST-Phi Battle**

Spider-Man jacks into the train's cyberspace to find it corrupted with electric sparks. "Gotta solve the source of the problem before the two trains crash into each other. Who's causing this?" Spidey asked himself. His Spider-Sense tingles to an electric blast right in front of the webslinger, causing an explosion that knocks him to the ground to hear the laughter of a familiar electrified foe hovering above him.

"Spider-Man! A bit SHOCKED to see you here!" Max Dillion, also known as the villainous living lightning bolt, Electro, grinned while rocking some similar armor those Cipher goons were wearing that matches his favorite green-and-yellow color scheme.

"Electro?! That pun hurt more than your attack. Shouldn't be too surprised someone with your powers could enter cyberspace and hijack this train. Tell me: Are you the leader of those cyber goons I fought at the casino?" Spidey asked his electrified nemesis.

"I'm a part of the group, I'll say that much." Electro grins maliciously charging up a ball of electricity and blasts it at the webhead. His foe web-swings from it and the next electric bolts before jumping above them and web-striking onto his face.

"Enough, Electro! Innocent lives are at stake!" Spidey swings an aerial web hammer combo that knocks Electro through the air.

"Not as much as YOUR life!" Electro fires a big electric beam that knocks the hero down to the cyber floor.

Spidey quickly utilizes a web shield to block the continuous electric beam while charging up his Concussive Blast gadget with equipped Iso-Water Dust, _'This should short-circuit him for a few seconds.' _He leaps away from the continuous electricity and quickly discharges a concentrated blast of a water-enhanced sonic blast at Electro, weakening him and leaving him wet for a moment.

"I didn't ask for a bath!" Electro retorted.

"You didn't ask for a beatdown either!" Spidey quipped, zipping to kick Electro then web-slamming his fiercely to the ground. Electro yells, discharging a wave of electricity that pushes Spider-Man off, "I'm just getting' started!" The living generator throws more powerful electric bolts that forces the hero on the run and swing as he answers another call from MJ.

'_Peter, you better hurry! It looks like we're less than 2 minutes away from collision!' _MJ informed urgently.

"Hang on! I got an idea!" Spidey lands down and whips out his Bug Zappers from his web-shooters with a plan in mind. "Time to turn my Bug Zappers into Bug Absorbers!" He latches the metallic strips on Electro to absorb as much electricity as he could into his web-shooters and insulated costume, enhancing himself with the villain's own electricity, leaving Electro severely drained.

"Now what did you do?!" Electro asked.

"Making a stop!" Spidey quipped, pounding his fist to the ground unleashing a giant electric-wave across this train's cyberspace to cleanse it of Electro's corruption and giving MJ full access to the emergency brakes outside. "MJ, the brakes!" He shouted.

And just in time, Mary Jane pulls down the lever for the emergency brakes, forcing the train to finally stop at the nearest station before it collided with another train. At the same time, Spider-Man dodges one last blast from Electro and defeats him with a flying kick.

**BGM End**

* * *

**Outside cyberspace…**

The police led by Captain Watanabe arrived at the station where the runaway train stopped to see Mary Jane and Lucina helping passengers walk out as Spider-Man teleports out of cyberspace with the unconscious Electro.

"Are you two okay?" Peter asked his two friends.

"We're fine, as so are the passengers." Lucina answered.

"Had to cut it a little close?" MJ joked with a smile.

"Isn't it always the case?" Peter quipped.

"What happened here, Spider-Man?" Yuri asked the webslinger, as he hands Electro over to the police.

"Electro took control of the train from cyberspace but I managed to stop him before things got messy. Did you arrest those cyber goons I left at the casino?" Spidey replied.

"We did. We're interrogating them right now to learn how they got their equipment, who they're working for." Yuri answered.

"I get the feeling this is related to the Digitizer Beetle stole from Horizon." Spidey said.

"You sure?" The police captain asked.

"The Digitizer can transport somebody into cyberspace, and those thugs and Electro were equipped with armor and weapons meant to travel between this world and the cyber world, making it easier for them to rob banks from an online server or who knows what else. We're looking at a whole new level of cyber-crime and cyber-bullying." Spidey replied, saying crime activities have reached a dangerous level that anything connected to the internet is not safe anymore, not with thugs that could appear in the cyberworld.

"Sounds like we have our work cut out for a while. I'll contact you later if I learn anything." Yuri said before walking up to help more passengers to safety.

"And what are you girls going to do?" Spidey then turns to MJ and Lucina.

"Head to the mall. And since we can't take the train, mind giving us a lift?" MJ asked her ex with a smile.

"Sure. All aboard the Spider-Man Web Express!" Spidey jokes as he carries his friends and web-swings them to the mall to enjoy the rest of their day, even with the rise of a new cyber threat.

* * *

**KFX Here: Despite multiple references, illusions, time-travel, this is the first time Dr. Connors makes his first full appearance in the series, and not in Lizard form too. About time. As you've just read, I'm taking more ideas from the 90s Spider-Man cartoon. Will this mean anything in the end? Dunno. But look forward to more what I got. Next chapter, the leader of the Jackal Squad from Sonic Forces makes his first appearance under the original alias, "Captain Jackal" aka Infinite (BEFORE he gains the Phantom Ruby I should add).**

**Guest: I'll keep writing until I run out of ideas, die, or become a billionaire.**

**Question of the Chapter: Just for fun, what do you want to potentially see happen in this story? I already have Act 1 outlined and brainstormed, but guess what you think might happen in later chapters?**


	7. Act 1 Issue 6: Infinite Possibilities

**BGM-Marvel vs. Capcom Infinite OST-Theme of Spider-Man**

**Spider-Man: Look out! It's your Friendly Neighborhood Spider-Man! A bunch of new thugs are popping up. Not just in the city but also in cyberspace. They almost robbed from a casino and got Electro to hijack a train. I'll admit it's a clever way committing crime, which also makes it extremely dangerous. The only force against this "cyber gang" is me and my Digiwatch, the only way to travel into cyberspace. Could the boss of this new gang the same guy that has their hands on the Digitizer?**

**BGM End**

* * *

_Act 1 Issue 6: Infinite Possibilities_

**Cyber's Secret Hideout**

**BGM-Sonic Forces OST-Null Space (Cutscene)**

Cyber Mecha sits in his computer room watching multiple screens of his new cyber organization, Cipher, performing multiple tasks on the real world and the cyberworld. It's been a few days since his new gang were released to both worlds. Nothing too important. Just some robberies. Cyber attacks. Criminal activities that should put them under the radar like the Avengers and the Freedom Fighters as he doesn't want to deal with them so soon. Instead, he rather has Spider-Man combat his forces, which he's currently doing at the moment since the hero has the only device capable of traveling into cyberspace, the Digiwatch.

Soon, someone enters Cyber's room from behind, someone he was expecting as he was the one who invited them over, **"You came," **he said before he turns around from his seat to greet his new ally. He is an anthropomorphic jackal with black fur. He has white long and stiff dreadlocks, a white collar of some kind, and white stripes on his back that resemble a ribcage. He also has a bushy tail with a white tip, and wears black gloves with silver streaks on the back, covering his sharp fingers. He also has pointed, metal black hi-tops, with his personal infinity symbol engraved on red soles. His right eye is colored blue, though he has a scar across it, and his left eye is yellow. He also has a medium-long white muzzle with cheek tuffs, a black nose, and noticeable fangs.

"After the money you offered me, how can I refuse?" The mysterious jackal said walking towards Cyber.

"**Captain Jackal of the infamous Jackal Squad, a band of mercenary thieves. One of the best mercenaries in the world, rivaling Sable International and Team Toxin." **Cyber showed off what he knows about the Jackal Squad.

"We're BETTER than those chumps," Captain Jackal retorts angrily, "There's no mission we can't accomplish, especially when led by me, the world's ultimate mercenary!"

"**Those who self-proclaim themselves as the 'ultimate' sometimes don't live up to their title," **Cyber roasted a certain 'ultimate life form', **"I'm willingly to test your capabilities. I have a job for you."**

"Humph! And what might that be that you don't want your own men to take care of?" Captain Jackal scoffed, folding his arrogant arms.

Cyber presses a button to project a holo-screen in front of the jackal captain showcasing a familiar mystical green gemstone, **"This is a 'Chaos Emerald'. I pinpointed its position at the Oscorp Tower in New Vale. Retrieve it for me. This is a mission for you and your team **_**alone**_**. To 'throw off' the police and other hero types off my back for a while."**

"You want me to raid a multinational company for a puny gem?" Jackal asked, still not thoroughly convinced of the mission objectives.

"**It's more valuable than you realize and I want it for myself. Retrieving the Chaos Emerald is your primary objective, and if possible, blow the building off the map. You're free to collect whatever else Oscorp has in storage before that happens that I'm sure will benefit the 'ultimate mercenary' and his comrades." **Cyber manipulated the mercenary with some sly persuading.

Captain Jackal smirks, "Give me a few hours to get my men prepared and expect to see that emerald by the end of the day," he says as he walks out of the room.

**BGM End**

* * *

**Beacon Academy, New Vale City**

Dr. Connors has moved today's class inside a highly advanced science lab as he promised to demonstrate his Neogenic Recombinator. Team RWBY, Team JNPR, and the rest of the class are wearing white lab coats and goggles to make them look like actual scientists. For this demonstration, he has two animals in their own cages: a lizard and a mouse. The lizard cage sits on a table, while the mouse cage sits on its own table in range of the Neogenic Recombinator. Connors wants to demonstrate that when another mammal is injected with fresh lizard DNA, they can regenerate a missing limb, like the missing left arm of the adorable mouse.

Weiss and Ren were assigned the special honor stationed at the controls of the Recombinator and making sure energy levels are stable. Meanwhile, Connors uses a syringe to borrow some of the lizard's blood and injects it in the mouse. "Dr. Connors. We're ready to proceed." Weiss informed her professor. Connors nods to her to activate the Recombinator, firing a harmless rainbow laser at the mouse.

The entire class watches in awe at the science demonstration as Ren voice out-loud what the data is saying, "Temperature: alpha. Respiration: alpha. Life signs register normal, Dr. Connors." He told him as everyone is allowed to take off their goggles.

"If I'm right, Mickey here is better than normal." Connors walks up to the mouse as his students look worried the experiment was a failure. But to everybody's amazement, it was the exact opposite. The mouse's missing left arm. It's regenerating back to normal thanks to the experiment. "Look. Look, students! There it is! A reptile's ability to grow a new limb in a mammal! All because of a couple of micrograms of reptile DNA and the Neogenic Recombinator!"

"Incredible…" Weiss was almost speechless, just like the rest of her classmates from witnessing an impossible feat turn possible.

"Can the Recombinator also regrow a human limb?" Yang shows off her robotic right arm. She still would have a normal arm if the Green Goblin didn't blow it to hell. "I like my robot arm as much as the next guy, but-."

"NO!" Connors immediately cuts her off, startling her and his other students from his surprise remarked and worried attitude as if he was reminded of a nightmare. He immediately calms himself, "Sorry, no. Trust me. While mixing animal DNA with another with the Recombinator may have proven a success, I'm afraid splicing animal DNA with a human's is too risky."

"Why? Spider-Man got spider DNA injected into his human blood and he came out fine." Ruby argued.

"I'm not exactly sure what makes Spider-Man so lucky, but I know from…independent research humans are too incompatible having their genetics altered through something like the Neogenic Recombinator. The results have proven to be…quite disastrous." Connors clenches onto his missing arm to repress the horrible memories of his time as the mutated Lizard. Luckily, after some time, he has been completely cured of his Lizard transformations and does his best to move on from the past.

"Then what about Faunus and Mobians? Can the Recombinator be used on us to regenerate missing limbs?" Blake asked as a representative of a Faunus.

Connors ponders this idea for a moment as that never came across his mind since he's still not completely used living in a new world accompanied by Faunus and Mobians, "Hmm? To be honest, it never crossed my mind. Species like Faunus I consider 'animal/human hybrids'. Natural cross-species. The Neogenic Recombinator might actually work on your kind. But I'll need time to perform more tests and get the necessary equipment to recalibrate and upgrade the device, not to mention gain some moral support."

"Then how about we all help? Make this our class project for the next few weeks?" Ruby asked confidently with a smile that gets her classmates to agree wanting to assist Connors in his research.

"I can have my company send in all the Dust and Iso-8 that could help with the research. I even have a contact from Oscorp who could help us out." Weiss added.

"Oh? And who do you have in mind, Ms. Schnee?" Connors asked, with Weiss simply responding with a confident smile that the person she has in mind will be more than willingly to help them.

* * *

**Oscorp Tower, New Vale City**

"Dr. Connors?" was the question Harry Osborn replied with. Weiss meets up with her boyfriend, who so happens to be the young CEO of Oscorp, on a stroll through his multibillionaire tower passing by scientists and workers on projects that'll benefit the company and the world.

Weiss replies, "My class is working on a research project with Dr. Connors researching genetic experiments on a Faunus or Mobian using his Neogenic Recombinator to regenerate missing limbs. If this works, it could save millions of lives who lost their arms or legs in war, starting with Faunus and Mobians, and then into saving human lives as well. It could be revolutionary! That's why I came to you. Oscorp is the leading company in chemicals and genetics. I figure you could lend a hand."

Harry smiles, "Sure, why not? Ask me what Connors needs and you'll see it packaged and delivered first thing in the morning."

"Aw, thanks Harry." Weiss hugs him, then notices he has something in his hand. A small black ring box, "What's that in your hand?"

"This?" Harry looks at the ring box. "Something I got today I trust you can keep by your side."

Weiss blushes and embarrassed as she thinks she's being handed an engagement ring, thinking it's too soon for them to take their relationship to that step, even though they've reached that age level and they've been dating for over a year now. Still, she kindly accepts the box, "Is this a…" She opens it, but instead of an engagement ring, it's something even more surprising: A green Chaos Emerald, "Chaos Emerald?!" She sounded surprised.

"One of my scientists found it and used it for one of his experiments. And when that led to a little disaster, he gave it to me for safe keeping. Why? What did you think it was?" Harry asked cluelessly for messing with Weiss' feelings for a second there.

"For a second there, I thought you were going to give me a…very 'specific' ring." Weiss replied, still blushing and a bit embarrassed.

It took a second until Harry realized what she's talking about and too found himself blushing and scratching his head a bit embarrassed, "Oh! No, no, no, no, no! I did NOT mean for you to think it was that! That's just how it was given to me! Sorry!"

Weiss looks a little down for a second, "I know…But, if you _did_ give me something like that, I wouldn't be too…dismisses."

"And I probably would be a bit more of a nervous-wreck if I _was _to do something like that…" Harry rubs the back of his head embarrassedly, which gets a giggle from his girlfriend.

Weiss then lets out a fake cough, "So back to our original topic before we got side-tracked, you promise to deliver that equipment?"

"I promise. I gotta get back to work. I'll see you later." Harry replied, and before they go their separate ways, they share a kiss.

**BGM-Ultimate Spider-Man Game OST-Venom Fight 3**

To ruin their lovely moment, a loud explosion goes off in the building, startling the lovebirds as everyone in the floor run screaming. "What the heck was that?!" Weiss remarked.

"Must be a security breach! Let me see!" Harry uses his OsPhone to check security and project a holo-screen of the thugs raiding his tower. It's the Jackal Squad, led by their Captain Jackal, attacking Oscorp Tower to steal all their equipment and taking employees hostage.

Captain Jackal points his red sword at Oscorp workers and security guards, _"Jackal Squad! Take hostages and kill anyone that gets in your way! Raid Oscorp of its Chaos Emerald and technology! I'm sure the latter will fetch a hefty bounty!"_

"I know these lowlives! They're the jackals that been stealing from Oscorp warehouses around the country for three months!" Harry scowled, angered that his company has been under constant attack from these thieves.

"And Schnee facilities for over a month. They're as bad as the White Fang!" Weiss scowled as well.

A squadron of jackals broke into the floor the rich couple and a few other employees were currently in. "Get on your knees and give us your valuables if you want to live!" One jackal ordered the people on the floor. When no one immediately complied as they were too afraid to do so, the jackals start attacking. One fired his blade-shifting machine gun at the innocent scientists. Weiss uses her rapier to quickly form an ice barrier protecting them from the bullets.

"Who the hell is that?! A Huntress?!" A jackal asked, startled.

"She looks familiar. Isn't it that Schnee girl, hanging out with Oscorp's kid president? Oh, we're definitely catching a high price if we kidnap those two rich kids!" Another jackal chuckled.

"A lot harder than you might think!" Weiss unleashes a chilling ice wave that knocks out most of the jackals cold. One of them avoided her attack and would've cut her down if he didn't get stunned by a blast from Harry's stun gun. "Good thing you have that stun gun with you." Weiss smirks.

"Would be a bit embarrassing if I let my girlfriend do all the heavy lifting." Harry quipped.

"Those jackals are here for the Chaos Emerald and Oscorp tech. With them holding hostages, the police could do nothing but stand outside. I'll rescue the hostages while you coordinate your employees to safety." Weiss told him of her plan to save Oscorp.

"Right. Stay safe." Harry nodded, then helps his employees to somewhere safe while Weiss takes the fight alone against the Jackal Squad.

**BGM End**

* * *

**Daily Bugle**

**BGM-Spider-Man 3 Game OST-Daily Bugle #2**

"…The entire class is working on it?" Peter was in the middle of a conversation with Yang about her class's research project with Dr. Connors as the couple walk into the Daily Bugle for their shared assignment from their uncaring boss, Jonah Jameson.

"It sounded fun. Blake was the most excited out of us. Think I could borrow your brain for the next few weeks?" Yang joked to her boyfriend.

"No need. Dr. Connors already called me and Debra to help him out with his research. I did help him build his early prototype on the Neogenic Recombinator when I used to intern for him." Peter replied.

"You intern for everybody. When will you stay still with one of them and apply for a full-time job that's not at the Daily Bugle?" Yang teased him.

Peter chuckles, "This coming from the girl who one day wishes to travel aimlessly around the world like a certain blue hedgehog we know too well. 'Sides I can't when Jameson keeps calling me for something…"

"PARKER! LONG!" Jameson yelled from his office.

"Like that. I do need a little break from fighting those cyber goons." Peter quipped. The quippy photographer and punny reporter walk into Jameson's office for the assignment he's going to yell them with. "Whatcha need, JJ?" Peter asked.

"Oscorp is under attack!" Jameson loudly told them.

"WHAT?!" The joking couple remarked in utter surprise from the news.

"You heard me! We got breaking news of a hostage situation at Oscorp! Thieves calling themselves the 'Jackal Squad' are holding several employees at gunpoint! I want you two to go over there and get me pictures and a story PRONTO!" Jameson ordered.

"Weiss went meeting with Harry at Oscorp…" Yang whispered to Peter.

"Oh no…" Peter silently remarked as he's worried for his two friends trapped inside Oscorp. He turns back to his boss, "Don't worry, Mr. Jameson, we're on our way." And then book it out of the Bugle with Yang to change into his costume and hurry to Oscorp Tower.

**BGM End**

* * *

**Back with Weiss at Oscorp Tower…**

**BGM-Ultimate Spider-Man Game OST-Chasing Theme**

Three jackal thieves are in a lab holding several scientists at gunpoint or right in range of their blades while their comrades ransack any good-looking valuables. One of the hostages is the nervous CFO of Oscorp, Charles Standish, tied up in chains.

"What's your name?" A jackal thief asked Standish with his blade next to his neck, ready to kill him if he does anything funny.

"C-Charles. Charles Standish." Standish replied, nervous and scared.

"Okay, Charles, easy choice. Tell us where you keep all your tech and weapons, or you die." The thief threatened him.

"I-I'm just the Chief Financial Officer…" Standish replied, clearly frightened.

"Then tell us where you keep your money. You got five seconds." The thief threatened to kill him if he doesn't speak up where Oscorp keeps their vault of money.

Unaware to the jackals, Weiss has been watching the thief from a hidden spot above everyone. She silently drops down and freezes the jackals before Standish or anyone else got hurt. "Mr. Standish, are you alright?" She asked the rescued CFO.

"Y-Yes! Yes! Thank you, Miss Schnee!" Standish thanked the Schnee heiress to his rescue.

"Get the hostages out through stairwell C. It's all clear. Hurry!" Weiss points to the nearest stairwell for Standish and the hostages to run out to while she continues fighting against the other jackals and rescuing the remaining hostages in the building, "Harry, talk to me!"

'_Judging from the security footage I'm looking at, a group of jackals are stealing technology from the next lab near you.' _Harry informed her.

"Got it! On my way!" Weiss hurries to the large lab chamber to see a bunch of jackal thieves stealing precious Oscorp technology and weapons. "I'm not letting you animals ruin Oscorp!" Weiss declared with an angry scowl. The ice Huntress bounces off multiple glyphs to blitz at and kick down every jackal in her path before they had the chance to counter. The gun-wielding jackals fire on the airborne Schnee, who dodges their bullets and retaliate with icicles that knocks them down. As she lands, she quickly clashes with two sword-wielding jackals that kept her on her toes for a moment until a chilling spin attack knocked them out her sight. Another jackal ambushed her from behind, kicking and striking her with his blade before continuing the assault with three more jackals. Weiss blocks their fierce attacks long enough for when her opponents got yanked away by weblines coming from the surprise assistance of Spider-Man. Two more jackals would've attacked if Yang didn't intercept and punched them to a wall.

"Spider-Man?! Yang?!" Weiss was surprised, and slightly relieved, her friends showed up to help her out.

"How was your date with Harry, Elsa?" Peter joked.

"If we were on a date, it would be at a restaurant and not trapped inside a multibillionaire building raided by jackals. How did you guys get in here?" Weiss asked.

"Through an open vent shaft from the roof." Yang answered.

"I am glad you guys are here. They took everyone hostage while trying to steal Oscorp technology. They're even after the Chaos Emerald Harry gave me." Weiss tosses to Peter the ring box that contains the green Chaos Emerald.

"Did you think there was a ring in here at first?" Peter joked, which wasn't too far off from the truth.

"No! Shut up!" Weiss retorted, doing her best to hide her blush while keeping her usual bossy attitude.

If things weren't bad enough, the alarm system voiced up with urgent news, _'Warning. Core overheating. Blast doors engaged. Evacuate immediately. This is not a drill.' _

"Oh no." Weiss remarked.

"What does that mean?!" The jokester couple asked simultaneously.

'_Guys, we got trouble!' _Harry hurriedly informed his friends.

"Harry, what's going on?!" Spidey asked his best friend.

'_They've damaged the power core. It's overloading.' _Harry replied.

"Then what? The lights go out?" Yang quipped.

'_This building's powered by an experimental fission reactor. If it explodes…we all die.' _Harry replied.

"Where is it, Harry?" Peter asked.

'_With the blast doors shut, there's only one way to reach it. I'm opening the conveyor doors near you…' _Harry does his thing and opens the nearest conveyor doors to the three heroes, _'Peter, those conveyors are bringing containers of extra coolant to the core. Stick to it and it'll take you to the reactor.'_

"On it! Weiss! Yang! Rescue the remaining hostages while I activate the coolant's flow!" Spidey ordered the two Huntress.

"Good luck!" Weiss wished him as everyone goes to perform their given objective.

**BGM End**

* * *

**With Weiss and Yang…**

**BGM-RWBY: Grimm Eclipse OST-Players and Pieces Battle 02**

At another part of the building, several other jackal thieves continue to steal equipment and keep hostages at bay. Suddenly, forming beneath a row of jackals is a lengthy ice slide that trips them up under some "Time Dilation" glyphs that a rapidly approaching Yang utilizes to speed herself on the slide. "Here come Yang and her chilling friend!" She rides the ice slide to throw a speeding dash punch that blows away a row of jackals as she flips up while quickly blasting down the thieves holding people hostage. As she lands, several more jackals try their blades on the blond fighter. Yang uses some impressive martial arts to disarm most of them of their swords before finishing them with a fiery spin attack after equipping Iso-Fire Dust into her gauntlets. As more thieves try to stop her, she creates a holographic shield from her high-tech gauntlets and throws it like she's Captain America, watching the shield ricochet off multiple goons until it flies towards an approaching Weiss, who hops off the flying shield to fire homing icicles to take down the remaining thieves.

"All clear!" Weiss said, seeing this room free of thieves and hostages freed.

"How's it coming stopping us from blowing up, Spidey?" Yang asked through her ear comm.

* * *

**With Spider-Man…**

The amazing webhead took the conveyor down to the huge reactor chamber that powers Oscorp Tower, "About to start. Harry was right, this is huge. And if it blows, it'll leave a great hole in the middle of Manhattan."

'_We don't want that.' _Weiss replied.

"No duh. Now I need to find the coolant systems." Spidey zips around the reactor room until he finds one of the three coolant systems that'll stop the reactor from blowing. "This is it. I can release the coolant from here." He web-pulls the lever down to release the coolant. "That's one. Now for the others." He swings around to perform the same process two more times until there was enough coolant to cool off the reactor, thus preventing Oscorp from blowing up.

'_Temperature normal. Security level decreased. Opening blast doors.' _The alarm voice told everyone in the building.

"I just cooled off the reactor! Get it? Coool? Eh, eh?" Spidey joked to Weiss through comm.

'_I'm going to ignore you by rescuing the remaining hostages.' _Weiss remarked, finding his joke completely unfunny.

"What about the leader of the Jackals? Where's he?" Spidey asked.

**BGM End**

**BGM-Sonic Forces OST-Infinite**

"Right here!" Out of nowhere, Captain Jackal appears from the hero's blind-spot and almost cut off his head with his red blade, but thanks to Peter's Spider-Sense, he missed as the webhead leaped to the center of the chamber for him to properly confront.

"So you're the famous bug who've went toe-to-toe with the likes of Silver Sable and Toxin. I am the captain of the Jackal Squad, the ultimate mercenary. No one is better than me." Captain Jackal proclaims arrogantly.

"You have a big ego for someone so small." Spidey quipped.

"Enough talk. Hand over that 'Chaos Emerald'. I got word you have it. Hurry it up and I'll make your death quick and painless." The jackal captain threatens to slice up Spidey if he doesn't relinquish his emerald.

"Hmmmmm…I'm thinking…No." Spidey fires a quick webline to zip over and kick Captain Jackal, who managed to block his strike with his sword.

**BGM End**

**BGM-Sonic Forces OST-Battle with Infinite: First Bout**

"You want to play it like that, do you? Fine. I slice off your arm to force you to hand it over." Captain Jackal threatened.

"Was that a pun? Did you make a pun?" Spidey quipped.

The leader jackal lunges at the jokester with a quick barrage of fierce sword strikes that puts the hero on the defensive. _'This guy's pretty fast. Maybe he's not all talk after all.' _Peter thought. He manages to duck under one sword swing to backhand spring kick Jackal back enough to receive a big punch that sends him flying until he lands perfectly back on the ground. His blade starts glowing with energy as he launches two crescent waves of energy that forces the webster to flip away from. "An Iso-Blade? Now that's dangerous. I don't think jackals are allowed to play with those that powerful." Peter joked. The ultimate mercenary does an energized dash-stab Spidey once again leaps through the air to avoid. "I already have a 'Jackal' in my rouges gallery. I don't need 30 more!" Spidey web-yanks both his sword and then it's owner himself to the air to meet his fist that sends him back down, but without his sword.

"Do not underestimate my abilities, or you will live to regret it!" The black jackal bounces off the wall to blitz and tackle Peter to another wall, pinning him there with enough time to recover his Iso-Blade. "All talk, little bite. Fitting for an insect." He tries to stab Peter but instead got his blade stuck to the wall after Peter dodged him.

"You clearly don't know your insects. For one thing, I'm an arachnid." Spidey barrages web-bullets from the air firing on Captain Jackal. The ruthless mercenary broke his blade free in time to impressively deflect all of his web bullets with little trouble.

"Is that all you got? I thought you'd be tougher." The mercenary taunted with a smirk.

"Got more where that came from." Spidey goes for a few web-strikes down towards the mercenary, who keeps shooting sword beams to break his webbing and momentum. That doesn't stop Spidey. He keeps pushing until when he was close enough, close enough to get hit by another sword beam, he vaulted over it and appeared behind the captain.

"What?!" He remarked in shock, before getting beaten by the spider's Crawler Assault, sending him flying to the other side of the room to kneel on one knee in defeat and in disbelief, "Guh! Impossible! Me? Beaten by a child? Guess there's more to this bug than the rumors say."

**BGM End**

Still, Captain Jackal is a stubborn mercenary. He refuses to be beaten like this, not when there's still a job to be done. But it looks like he's forced to stop those plans the moment Weiss and Yang showed up to assist Spider-Man, if he needs it.

"The hostages are freed and the weapons and tech are safe. Want us to help you out with this guy?" Weiss asked Peter if he needs any assistance against Captain Jackal.

"No. I think this fight is over." Spidey proclaimed.

"For now. This is FAR from over. I'll be back to settle the score." Jackal said ominously with a sinister glare, before escaping into a nearby vent out of the building.

* * *

**Later…Outside of Oscorp Tower**

Oscorp got hit pretty bad by evident with the fires and smoke from the building the fire department is trying to hose out. Still, it could've been a lot worse. And when it's a company like Oscorp, repairs should be done in no time.

Meanwhile, the police are arresting any Jackal Squad member that was beaten and left in the building to their vans. Peter, now out of costume, is taking pictures of the damaged Oscorp building and the arrested jackals while Yang does her job as a Daily Bugle reporter interviewing Oscorp employees like Charles Standish about their experience being used as hostages.

"Guess there'll be a slight delay delivering those resources for your project." Harry jokes to Weiss while the two stare at Oscorp Tower.

"I can wait. I'll probably have Peter deliver it for me." Weiss quipped.

"I am NOT your delivery boy!" Peter retorts while making Weiss giggle. "Anyway, do you want to keep the Chaos Emerald? Harry was the one that gave it to you."

"Nah. It's safer with you. That's okay with you, right?" Weiss asks her understanding boyfriend.

"Why not? Peter's already a magnet for trouble." Harry joked.

"Harry, I thought you were my best friend! Stop making fun of me with Ice Queen!" Peter quipped.

"Wanna grab some lunch while they repair my building?" Harry kindly offered to the warm-hearted Ice Queen.

"I would like that. Give us some time to discuss about our future together." Weiss replied with a warm smile.

"Can we come? Perhaps turn this into a double date?" Yang casually asked if her and Peter could join them for lunch.

Weiss scoffs, "If you two could behave yourselves."

"Is that possible?" Harry quipped.

"Severely doubt it." Weiss slyly grinned.

"Stop making fun of us! Geez!" The jokester couple remarked that got a laugh from the rich couple.

* * *

**Cyber's Secret Hideout**

**BGM-Sonic Forces OST-Null Space (Cutscene)**

Defeated and failed in his task, Captain Jackal returns to Cyber's computer room angry and annoyed from his failure. **"It would seem you have failed completing your task. How disappointing." **Cyber Mecha calmly berated to the failed mercenary for not retrieving the Chaos Emerald.

"Oscorp would've been blown to smithereens if Spider-Man didn't show up out of nowhere and ruin everything! I promised I'll have my revenge against him!" Captain Jackal scowled, promising vengeance one day against Spider-Man.

"**The Spider does have a knack of showing up when most unneeded. He must be distracted even further. I have another job for you. One I'm positive even you can accomplish with no failure." **Cyber puts down on his desk a syringe holding a mysterious green fluid and two pictures: one a man, and the other a reptile monster. **"I want you to find this man and give him a little 'present' courtesy of Cipher."**

"Who's the guy I'm giving it to?" C. Jackal asked as he holds up to look at the two pictures in his hand.

"**His name is Doctor Curtis Connors. But I prefer him more useful…as The Lizard." **Cyber Mecha revealed the names of the two people in the photographs: Dr. Curt Connors, and his mutated reptilian form, The Lizard.

**BGM End**

* * *

**KFX Here: Hope you enjoyed the first appearance of "Captain Jackal", aka Infinite before he got infused with the Phantom Ruby from Sonic Forces. We'll see more of him soon. I am changing his character a bit. Making him less "I'M NOT WEAK" among other fixes. And now for the two-parter special I've been building up since the beginning of this story, "Night of the Lizard". The first parter is planned to be a Team RWBY-focused chapter, so you RWBY fans should be pleased to see the girl take on the Lizard for the first time. Hope you enjoyed this Weiss-centered chapter and look forward to the two-parter.**

**Hoodini5569: I have no idea what you're talking about.**

**Nexus240: Sorry, buddy, but I don't feel comfortable creating a clone of Ruby. A robot clone similar to Mecha Spider-Man could be possible, but it won't happen anytime soon. **

**Guest: You mentioned this before, but what do you mean Ruby's "not a character"?**

**Question of the Chapter: What are your first impressions of Captain Jackal (aka Infinite) in this chapter?**


	8. Act 1 Issue 7: Night of the Lizard Pt 1

**BGM-Marvel vs. Capcom Infinite OST-Theme of Spider-Man**

**Spider-Man: Look out! It's your Friendly Neighborhood Spider-Man! That was a close one. A bunch of thieving jackals raided Oscorp to steal its technology and the Chaos Emerald that was there before trying to blow up the joint. Me, Harry, Yang, and Weiss made sure that never happened and stopped them, but their leader was able to escape. I wonder what his next move is?**

**BGM End**

* * *

_Act 1 Issue 7: Night of the Lizard (Part 1)_

**Beacon Academy, New Vale City**

**BGM-Dragon Ball FighterZ OST-Conversation**

Some time has passed since the raid on Oscorp, Dr. Connors takes his beautiful wife, Martha, and their young 9-year-old son, Billy, to Beacon for the first time for a science demonstration he's in charge of, as Connors finally finished his research regrowing missing Faunus limbs using his Neogenic Recombinator.

The Connors family walk down the main avenue passing by several other students off to their own classes or to watch the science demonstration. Billy is super excited to be in a school that trains kids to fight bad guys, something that a kid his age would obviously enjoy to the bone, "Wow! I've always wanted to visit Beacon! Mom! Dad! Can I enroll here when I'm older?"

"I thought you wanted to grow up to be a scientist like your father?" Martha replied.

"Can't I be both a scientist AND a Huntsman? I wanna be super-smart while kicking bad guy butt!" Billy playfully punches and kicks the air like he's some fighter, which gets an adorable giggle from his parents.

Martha turns to her husband with a worried look about his new research, "Curt. You know I'll always support your work, but are you sure this won't turn out like that 'other problem' we worked so hard to fix?"

Curt gently puts his hands on his wife's shoulders to comfort her, "Trust me, Martha, I've learned from that mistake. This time it'll be different. I'm not rushing anything like before. I've done multiple tests and computer simulations each day for the past two weeks, and my research shows that, unlike humans, Faunus are unique cross-species. The human characteristics of their DNA are in complete communion with their animal side. It never gave way to the other and vice versa, making them compatible with the energy from the Neogenic Recombinator. I have to thank my students and the faculty for giving me this chance to do some right for the world. To redeem myself for all the horrors my 'other' committed in the past."

"Dr. Connors. Great to see you." Approaching the Connors is Professor Ozpin, alongside his associate, Glynda Goodwitch.

"Likewise." Curt shakes hands with the headmaster before introducing his family to him, "Martha, Billy, I want you to meet Professor Ozpin, headmaster of Beacon, and my fellow co-worker, Glynda Goodwitch."

"Great to finally meet you, professor." Martha shakes hands with the Beacon headmaster.

"Likewise, Mrs. Connors. We're honored to have the family of a brilliant scientist like your husband join us today for the demonstration. Don't remember the last time one of our class was so interested in a science research." Ozpin said, then notices their son was not standing around with them, "Excuse me for a second, but wasn't your son with you a second ago?"

"Billy? Billy, where are you?!" Curt called out for his son, with his parents glancing around the area where he might have run off to.

"Mom! Dad!" It only took a few seconds until Billy's parents and the Beacon professors found him kneeling down on some grass after finding something very particular and exciting, "Look what I found," Billy shows the grown-ups a purple Chaos Emerald he found hidden in the grass.

"A Chaos Emerald?!" Glynda remarked, looking just as shocked and surprised as Ozpin next to her that a Chaos Emerald was found in their school.

"Chaos Emerald? I think I've heard about them." Curt remarked, vaguely remember hearing stories about the Chaos Emeralds and their mystical, chaotic energy.

"Billy, was it, can you kindly hand that gem to us?" Glynda politely asked the kid to hand her over one of the powerful gems in the world.

"Why? Is this dangerous?" Billy asked her.

"Yes. And as Huntsmen, it is our job to keep you and your family safe from anything dangerous. We'll keep that emerald safe here." Glynda replied.

"Do what Ms. Goodwitch says, son." Curt told his son.

"Okay." Billy brightly smiled and kindly handed over the Chaos Emerald to Glynda for safe-keeping.

"Thank you, Billy." Glynda smiled.

"So, shall we head to the amphitheater to get the demonstration started? Everyone should be inside by now." Ozpin suggested.

"Please, lead the way." Curt replied, walking his family with the professors into the large amphitheater for the science demonstration.

**BGM End**

* * *

**Beacon Amphitheater**

**BGM-Dragon Ball FighterZ OST-Synopsis**

The Connors family led by Ozpin and Glynda enter the giant auditorium, filled with Connors' students and some others staff like Peter Port and Dr. Bartholomew Oobleck here to watch Connors' science demonstration. Max Modell of Horizon Labs was also interested and came to watch the demonstration when he spotted Curt and his family approaching him.

"Curt, great to see you!" Max greeted his fellow scientist.

"Hello, Max. It's nice to have you here today." Curt shook hands with Horizon CEO.

"I'm glad to be here to witness the progress of your research. Peter and Debra should have everything set up right now. Go meet up with them." Max points to his interns working on the circular stage in front of the students.

"No flaws with the Recombinator. Iso-8 Core inserted and stabilized to recognize a Faunus signature." Peter worked on the Neogenic Recombinator device itself to search for any potential outer and inner flaws that would mess up their experiment.

"I've isolated the aggression from the lizard DNA, leaving just the regenerative capabilities without any dangerous side-effects." Debra worked from the computer screen connected to the Recombinator sitting next to Ruby and Jaune who were chosen by Connors to help demonstrate the device on their Faunus volunteer.

"I'm here." Speaking of the volunteer, Blake brings him in on his wheelchair: a middle-aged rabbit-based Faunus with rabbit ears and a missing right leg.

"Is he our volunteer?" Ruby asked her teammate.

"His name is Mr. Roberto. He's a homeless man from F.E.A.S.T. who lost his leg during the Thanos Invasion. I asked him if he wanted to volunteer for our experiment." Blake explained.

"What I wouldn't mind to walk on two legs again?" Mr. Roberto rubbed his missing leg.

Connors walks up stage next to Blake and the Faunus volunteer, "If this device works, you will."

"It WILL work. I'm sure of it. This will save millions of Faunus lives and greatly improve human-faunus equality." Blake assured her biology professor things will turn out just fine at the end.

"You gotta love science. The best way to make the world a better place. All finished here, Dr. Connors. We can begin at any time." Peter informed his professor/friend after checking diagnostics with the Recombinator.

"Thank you, Peter, Debra. I'll take care of everything here. Ruby and Jaune. Standby at the controls while I greet our audience." Connors ordered his students from their respective schools as he walks over to the front of the stage to begin speaking with his audience.

**BGM End**

**BGM-Marvel's Spider-Man PS4 OST-The Breakthrough**

Connors clears his throat with a fake cough to get everyone's attention for his demonstration, "Greetings, students and fellow staff. My name is Doctor Curt Connors. I'll make this demonstration brief. The device you see on stage is my latest invention: The Neogenic Recombinator. Its purpose is to alter a person's genetic code, using reptile DNA to regenerate any missing limbs. For this demonstration, we'll be experimenting the device on a Faunus. Mr. Roberto was kind enough to volunteer for today's demonstration. If this works, he will regrow a new leg that'll allow him to walk again, good as new. Students. Is everything ready?" He turns to his assistants at the controls.

"Everything looks fine. Right?" Jaune silently asked Debra since he's not a science wiz.

"We're green, Dr. Connors!" Debra gave him a thumbs-up for go.

"Is Mr. Roberto in position?" Connors turned to Blake, who is placing the rabbit Faunus man in range of the Recombinator.

"This won't hurt, right?" Roberto asked the cat faunus.

"You'll be fine. He's good to go!" Blake told her professor.

"Then activate the Recombinator!" Connors ordered Ruby to perform.

"Activating now!" The silver-eyed Huntress activates the device with a confident demeanor.

Everyone goes silent as they watch the Neogenic Recombinator fire a harmless beam of radiation on Mr. Roberto. The rabbit Fauns sits calm as he feels the radiation altering his genetics with the regenerative properties of a reptile. If this experiment works, Mr. Roberto will regrow his missing leg. If it doesn't, we could see a mutated lizard/rabbit man rampaging throughout the school and onto the world, something Connors really hopes doesn't happen as it would ruin him. After a few seconds, the device stopped feeding him radiation with no immediate results.

"I don't feel any different." Mr. Roberto remarked about himself, not feeling any different than he was before. Connors stays silent for a bit until a miracle happened. He gasps when he notices Roberto's stumped leg slowly growing larger and larger and then back to a normal leg, regenerating it like a lizard's tail. "Oh my god…" Mr. Roberto was in shock that his leg regrew to how it was before it was blown off. To further test he's not dreaming, Roberto stands up on two legs for the first time in months. Walking. Jogging around the stage for a bit. Stretching his legs again, "I can't believe it. I have two legs again…"

"WOO-HOOHOHO!" The audience cheered from the highly successful experiment.

"It worked!" Ruby cheered.

"I call that a success!" Peter smiled.

"Is this really happening…" Roberto asked Connors, who has become his savior.

"I'll still need to run more tests and observe for any possible side-effects, but yeah, I can call this first step a success." Connors smiled at his test subject, extremely happy for him, himself, and his family for not failing like before. But while everyone was celebrating Connors' success, they are all unaware a devious black jackal with blue and yellow eyes watching silently from a hidden window, grinning deviously towards Connors.

**BGM End**

* * *

**Later that night…At Connors' Lab in Beacon**

**BGM-Spider-Man 3 Game OST-Shared Tension (Part 1)**

It's a dark and stormy night later that day at Beacon. Classes are done for the day and most of the students are in their dorms sleeping. The staff have also gone to their homes and room to sleep the night away. Everyone, but Dr. Connors. It's late at night in his office lab as thunder storms strike outside. He's spent the rest of the day after his successful demonstration of his Recombinator regenerating a Faunus's limb in his lab studying Mr. Roberto's blood for any concerning side-effects, as he feels it's his responsibility in case Roberto mutates in a nightmare, as he knows from personal experience. So far, nothing. Mr. Roberto is perfectly fine. It's getting late, and Connors is starting to feel really sleepy.

The good-natured doctor clenches onto his eyes to keep himself awake, "Looks like Roberto is completely healthy, at least for today. Me, however, I'm getting a little tired. I should probably clock out and go home..." He yawns, but the moment he does, he hears the faint sound of somebody entering his lab through an open window, startling the professor greatly. "Who's there?!" He looks around his lab to find nobody inside his dimly-lit room. He sighs before walking over to close the window, "Must be my imagination. Another sign to get some sleep…"

Behind the oblivious scientist, that same jackal from before stands in the shadows with the only thing you can see of him are his menacing eyes. Before he knew it, Connors was struck from the back and injected with a familiar green serum that knocks him unconscious down lying on the floor.

"Sleep tight, doc. By the time you wake up, you'll be a new man. Or a monster. Courtesy of Cipher." It was Captain Jackal of the Jackal Squad that injected Connors with reptile DNA. More specifically, lizard DNA.

Jackal leaves the school just as Connors begins to feel his body changing, mutating, into something all too familiar and monstrous. He tries to fight the change with all his will as he doesn't want to relive his worst nightmare. But the serum that was created by Cipher is more potent, and no matter what he does, he can't resist the change. His body grows to reach 7-feet tall as it expands along with his slightly ripped lab coat and purple pants. His normal skin turns green with reptilian scales. His missing right arm regrew with additional features like claws. He gains fangs for teeth. Even grew a 6-foot long tail. He has no hair in this form but does gain a reptilian long tongue. His normal human grunts turn vicious and sounding monstrous. He opens his once blue eyes turned into reptilian, vicious red eyes as he slithers his tongue and growls as his transformation is now complete and transformed into the vicious creature known as the "Lizard".

**BGM End**

* * *

**Team RWBY's Dorm**

"_**GWWRROOOOAAAAAAAAAAR!" **_Lizard's terrifying roar was loud enough to barely reach Team RWBY's dorm and scare Ruby up from her bed in her pajamas.

"WHAT?!" Ruby yelled, waking up her teammates from their sleep.

"What is it, Ruby?" Yang asked her little sis.

"Did you guys hear that?" Ruby asked them.

"I think so…" Blake rubbed her sleepy eyes.

"Hear what?" Yang slightly tilted her confused head.

"Maybe you had a nightmare." Weiss yawned.

"I'm sure I heard something just now…" Ruby pondered what she heard was real or not. More evidence came when someone knocked on their door. Ruby volunteered to open it to see Jaune and his team in their pajamas standing outside.

"Did you guys hear that roar just now?!" Jaune asked, doing his best to loudly whisper to not wake up the rest of the school.

"You heard it too?" Ruby replied.

"We all heard it. We think it came somewhere on-campus." Pyrrha said.

"Could it have been a Grimm? Whatever it was, we should probably investigate." Ruby suggested.

"It's close to midnight. Do we have to do this?" Weiss asked as she is in no mood to walk around the school late at night to investigate whether or not a monster is lurking on campus.

* * *

**Shortly after…**

**BGM-Ultimate Spider-Man Game OST-Venom Fights Silver Sable**

"Looks like we are." Weiss frowned, now in her Huntress uniform, as she walks with her team and Team JNPR through the empty, dark hallways to find the source of the roar. The two teams use their Scrolls as flashlights to see through the dark corridor, except for Blake, who has natural night vision.

"Too bad the power went out from the storm. It's like we're walking through a horror scene." Jaune said, flashing his light around for anything suspicious.

"Do you guys know where the sound came from?" Ruby asked her sister team.

"It sounded like it came somewhere from here." Ren replied as they continue walking down the hallway.

Their investigation led them to the wrecked door that leads into Doc Connors' lab. "Connors' lab! It's like someone ripped it wide open." Ruby observed.

"Or some-THING!" Pyrrha added.

The students walked into his lab to see the place is a mess. Lab equipment broken. Chemicals splashed on the floor. Claw marks on the walls and floors. Like a monster went wild from being disturbed.

"What happened here?" Nora asked after being shocked from the mess.

"This amount of damage would do the HULK proud." Yang joked.

"Doctor Connors?! You here?! You okay?!" Weiss calls out to her professor but receives no response at all. "Where is he?" She wondered, starting to get worried something bad happened to him. Really bad.

Ruby walks past a closet as she continues to call for Connors, "Come on, Doc. Give me a sign here. Let me know you're okay."

"_**GROOOOOOOOOR!" **_Smacking the closet doors right open comes out the Lizard in all his monstrous glory jump-scaring the students.

"AAAAAAAAH!" The students screamed.

Lizard lunges at the students but they managed to jump away as he lands on a lab table, hissing, _**"Ssstay back…!" **_before he blitzes for the door and leaves campus.

"What the hell was that?! A lizard?!" Jaune shouted, totally frightened from almost being lunch of the Lizard.

"Dr. Connors?!" Ruby remarked in shock, guessing correctly that the Lizard is actually Dr. Connors.

"Connors?!" Pyrrha turned to Ruby in surprise that creature was their science teacher.

"Grab your Extreme Gear! We need to catch him and figure out what the heck is going on." Ruby ordered both teams as they head out the lab to pursue their teacher.

**BGM End**

* * *

**Manhattan**

**BGM-Spider-Man 3 Game OST-Lizard Tension (Part 1)**

"_**GROOOOOOOOOR!" **_The Lizard's roars scare the people he runs past through the nightly streets of the city.

Team RWBY and Team JNPR are the chase of their mutated teacher on their Extreme Gear. Most of them fly above the ground on their hoverboards, while someone like Yang rides her futuristic Bumblebee II, an Extreme Gear that resembles the original Bumblebee but with hovering capabilities. The blond rider dons a pair of yellow-rimmed aviator sunglasses as she spots Lizard ahead of them, "There he is!"

"_**GRAAAAAH!" **_Lizard roars at his students leaping from road to road to gain distance between them.

"He's fast! How did this happen?" Jaune asked, wondering about Connors' transformation.

"This isn't the first time he transformed into the Lizard!" Blake said.

"Really?" Jaune replied, a bit shock from this news.

"Peter told us he fought the Lizard plenty of times before until he made a cure for him! But now, somehow, he transformed back!" Ruby explained.

To get his students off his back, Lizard tosses a car over a man keeping him stuck and runs around to cause a big traffic accident that got multiple people hurt and caused some fires on the street before escaping to the roofs. "Come on, Doc! Now we got to fix this mess and catch you? You really something." Yang joked.

"Get the people to safety!" Ruby ordered.

Pyrrha uses her Semblance to rip multiple car doors open at the same time for Ruby, Jaune, and Ren to get the people out of there before the cars exploded. Blake slices a fire hydrant to hose down the fires. Yang rips another car door open to free a mother and her child. Weiss incants the Crimson Bands of Cyttorak on the car that has the man trapped and works with Nora to combine their strength and lift the car off long enough for Ruby to help him out.

"Everyone's clear! The ambulance is on their way!" Ruby told her crew.

"We need to hurry and catch up with Connors before he hurts someone else!" Weiss said, getting back on her Gear like everyone else to continue their chase for the Lizard.

Seeing how the Huntsmen are still on his trail, Lizard tries a different approach to delay them. He leaps from rooftop to rooftop until he found three civilians minding their own business, making it easier to knock them off the roof to hang on the edge, screaming for their lives before leaping away roaring, _**"GRAAAAAAAAAAAAH!"**_

"HELP!" A hanging woman yelled for her dear life.

"Those people won't hold on much longer!" Blake shouted.

"PUSH IT!" Jaune yells.

Ren and Blake boosts from the Gears to save two people before they fall. Unfortunately, before Ruby could rescue the third one, she fell, much to her horror. Luckily, Jaune swooped down and saved her in the nick of time.

"Are you okay?" Jaune asked as she lefts the civilian down to the sidewalk.

"Yes! Yes! What WAS that thing?!" The civilian asked.

"Someone who's suffering." Ruby answered before the students continued their chase.

"Should we call the police to help?" Jaune suggested.

"No! If people knew Dr. Connors is the Lizard, it would ruin him and his family! We gotta be the ones to save him!" Ruby replied, wanting to keep this mission secret.

"Should we call Peter at least? We need his help to cure him." Pyrrha suggested to call their resident science hero.

"Calling him right now. Hope he picks up." Ruby replied, already calling him through her Scroll.

Thankfully, it looks like they have the Lizard cornered between buildings with nowhere to escape to. "Alone at last, huh? Nowhere to escape to, Connors." Yang taunts the creature.

"_**Gahahahaha!" **_Lizard laughs, mocking them for being fools not knowing there's still one last place he could escape to: The sewers. He opens the sewer lid beneath him and dives into the sewer system.

"I stand corrected. He escaped into the sewers." Yang joked.

"We're not going in THERE, are we?" Weiss asked, as the clean lady she is, absolutely does not want to jump into the disgusting sewers.

"Yes, we are!" Ruby replied with determination, hoping down into the sewer hole followed by everyone else but Weiss.

"Uggh…" Weiss groans, totally loathing this night but gains the willpower to hop down as well.

**BGM End**

* * *

**New Vale Sewers**

**BGM-Spider-Man 3 Game OST-Sewers #1**

"Phew! What a wonderful smell we discovered." Nora jokes as the heroic students are take their pursuit of their missing teacher into the sewers, the most disgusting place underneath the city.

Weiss grunts in disgust from stepping on everything that you can find disgusting in the sewers, "Urgh! What a slimy mess. We're Huntsmen! Why do we have to go into a sewer?"

"To find our missing professor mutated into a man-sized lizard?" Blake quipped.

"You don't find the Fantastic Four in the sewer. Or the Avengers. NEVER you see the Avengers in a sewer. Or the Freedom Fighters. Well maybe the Hulk." Weiss complained.

"Stop gripping, Weiss. We all know what's really bothering you. You're scared. All of us are. The Lizard is powerful enough to tear us limb-from-limb. But we can't even hurt him, because trapped inside is our teacher." Ruby calmed her partner down, knowing what she's feeling is how the rest of them are feeling. As they walk inside the deep, scary sewers, Ruby gets a call from her Scroll and notices it's Peter finally returning her call, "It's Peter!" She remarks happily as she answers him.

'_Hey Ruby. Sorry I didn't answer earlier. Got hung up with a late night project at Horizon with Debra. Seriously, she's like the little sister I never had…or wanted-.'_

"Peter, that's not important right now! We need your help! Dr. Connors transformed into the Lizard and is on the loose!" Ruby informed this shocking news to Connors' old intern.

'_What?! The Lizard?! That's impossible! He should be cured unless someone injected him with the Lizard Formula! Where are you guys?!' _Peter asked.

"In the sewers." Ruby replied.

'_That doesn't really narrow it down. I'll track your location through your Scroll's signal. I'll be there as fast as I can. Meanwhile, try to get a sample of his blood so I can use it to create a cure.' _Peter ordered.

"On it." Ruby hanged up the phone.

The Huntsmen students do a bit more traveling through the sewers for the Lizard, getting themselves into some nasty situations for a moment. Like slipping into the sewer waters like Weiss did. Accidently touching wall slime which Pyrrha just did. Having fun down a sewer slide like Nora's having.

**BGM End**

**BGM-Spider-Man 3 Game OST-Lizard Boss**

Eventually, this all led them to the Lizard's location: a large slimy, circular shaft where their mutated teacher waits for them. The students take out their weapons with Ruby in the front, "Nowhere to run now, doc."

"_**You shouldn't have followed me, children." **_Lizard warned them they ventured to their doom.

The students drop down from the ledge to confront their teacher. "Dr. Connors, please! We don't want to fight you! You're still our teacher! Let us help you!"

"_**Connorssss is dead! There is only the LIZARD!" **_The mutated reptile lunges to tail whip Ruby, Pyrrha, Weiss, and Ren smashing through a solid wall.

"OW! He's so strong…" Pyrrha clenched her bleeding head.

"Why couldn't the doc experiment with BUNNY DNA. HAD to be a lizard!" Yang joked. The brawler does a few jabs to get some decent hits on Lizard. The mutant hisses and backhands her away and smacked Blake and Jaune aside before they could attack him. Nora runs up and swings her hammer on the Lizard's back, injuring him barely and instead made him angrier.

"You got some dense skin, doc." Nora quipped, which is also because like everyone else, she is holding back to not seriously wound him. Though, if they were going all-out, the Lizard would still give them a run for their money.

"_**GRAAAAAAGH!" **_Lizard uppercuts Nora high above the vertical shaft before she saw it coming.

Ren latched onto the monster's back as he viciously tries to get him off. "Dr. Connors! Stay still and let me try something!" Ren experiments with his Semblance on the Lizard. Instead of masking his negative emotion, he tries to calm them. But the Lizard proved too powerful for him. He is too feral. Moreso than most Grimm. Lizard grabs Ren with his tail and brutally slams him three times on the floor before tossing him away.

Ruby and Pyrrha double-team against Connors with coordinated and blinding-fast slashes. Lizard blocks most of them and only received damage on the attacks he couldn't block in time. So, he counters by borrowing a trick from a certain blue hedgehog and rolls smacking onto Pyrrha when she was caught off-guard.

"Did Dr. Connors just Spin Dash?!" Ruby asked before she received his variant of the Spin Dash.

When Lizard left himself vulnerable after his spin attacks, Jaune saw this as the perfect opportunity to slice off his tail and watch it wiggle independently on the ground, kinda disgusting him, "Okay, ew." He was even more disgusted, and surprised, when he saw the Lizard regenerate his tail like it was nothing, "Yup! He's a lizard alright! Making this a whole lot tougher!"

"_**GRAAAH!" **_Lizard claw swiped on Jaune's shield, scratching it and further damaged it with a heavy punch, leaving a huge dent. The reptilian menace then grabbed the blond leader by his legs using his tail to ferociously throw him on top on the rest of Team JNPR. Yang leaps in with a flying kick to his face before he grabbed her face and punched her across the arena. Lizard follows up with a lunge to bite her head off, but Yang blocks his teeth with her vibranium arm, forcing him to bite on that indestructible metal instead. Weiss frees her from his teeth with a strike from her rapier, knocking him away for Blake to tie him up with her ribbons.

"You made a breakthrough, Connors! Your research is going to save an entire species! Don't leave THIS as your legacy!" Blake tries to reason with the human side within him, but the lizard side is growing more and more powerful.

"_**Fooool," **_Lizard breaks free from her ribbons, _**"You and your species are dooooomed, along with humanity!" **_He attacks her with a double claw strike, knocking her to the slime on the wall. Ruby then blitz him multiple times with her Semblance, forcing him to spew toxic spit to throw her off her game, then spit toxic on her scythe, ruining the weapon.

"Oh no…" Ruby stares at her ruined scythe and then back at Connors charging at her with a head tackle, knocking her hard to the wall.

Just as Lizard goes in to slash Ruby's eyes off her face, a chilling breeze hits him from behind, weakening his strength and agility. The mutant turns to Weiss who tried to freeze him, "Lizards are cold-blooded! Hit him with ice attacks!"

"How do you know that?" Ruby asked her partner.

"Were you not paying attention in science class? It was Connors that taught us that." Weiss retorted.

Knowing the Lizard's weakness when exposed to intense cold, the students that possess Iso-Ice Dust-based attacks use his weakness to their advantage. "Can't take the cold? Stay out of the freezer!" Yang equips Iso-Ice Dust into her gauntlets for quick icy punches, actually making him bleed from every punch. As Blake and Ren fires ice bullets from her gun, Jaune throws his shield hitting the reptile, staggering him to receive a kick from Pyrrha, sending him to meet Nora's heavy hammer swing.

Even after taking all that icy punishment, it really only slowed him down. Connors was still strong enough to smack them away to give himself some breathing room to escape. He roars before speaking, _**"Don't think you've won, my students." **_Lizard does some highly impressive acrobatics up the circular chamber to reach the ceiling, trying to pry the giant lid containing water open to escape.

**BGM END**

**BGM-Spider-Man 3 Game OST-The Lizard #1**

"Oh no you don't!" Ruby bounces off the sewer pipes attached to the walls using her Semblance to tackle Lizard before he could roam free to the surface. The large amount of water from the ceiling pours hard on Connors, pushing him down through the metal floor, crashing through into another unknown area of the sewer, almost impossible to follow him through. But before he escaped, Yang barely managed to fire a Spider-Tracer, given to her by Peter once upon a time, from her gauntlet onto him so they could track him later.

"DR. CONNORS! WAIT!" Ruby yelled.

At the same moment, Spider-Man finally arrived but was too late as he watches his former friend crash through the floor gate, "CURRRRRRRT!" He leaps down to realize Connors was long gone through the shaft, "No! I was too late!"

"Don't be too hard on yourself! I managed to fire a Spider-Tracer on him! We'll track him later!" Yang told him.

"Good. And I see you managed to spill him some of his blood." Peter notices the puddle of the Lizard's fresh red blood after the Huntsmen's cold counterattack. He takes out a small vial from his belt buckle and collects enough of the Lizard's blood to be used for an antidote. "With this blood sample, I should be able to synthesize a cure at my apartment." He told his friends. "Jaune. I want your team to continue tracking the Lizard. Team RWBY will accompany me while I create the cure. Call us if you find him."

Jaune nods, "Got it. Yang, can you send us his signal so we could track him?"

Yang messages Team JNPR the Lizard's signal from the Spider-Tracer, "Done."

"Thanks. If we don't stop him soon, he'll destroy the entire city." Jaune replied with a serious sounding voice.

Spidey sighs, "I know…Dr. Connors…When will this nightmare truly end?" He said, somberly staring at the hole his mutated friend escaped into, silently vowing to do everything in his power to cure him once and for all.

**BGM End**

* * *

**KFX Here: Gotta feel bad for Dr. Connors. Created a device that could save Faunus lives for years to come. And how is he repaid? Injected with lizard juice that transforms him into a monster trying to destroy the city thanks to Cyber Mecha and his Cipher gang. Will Dr. Connors be cured? Find out in the second part of "Night of the Lizard".**

**superjoeyf721: No one said you need to be a fan of the 90s cartoon to enjoy this. It just makes it easier to have fun and point out the references. Every reference I made so far from the 90s cartoon are from Season 1, more specifically Episode 1.**

**Guest: Yang's robot arm is made of vibranium. Why would anyone want to replace an indestructible awesome metal arm to risk turning into a monster lizard?**

**HybridKing18: Ruby, in this series anyways, has matured to be "less naïve" I guess you could say. Her development in this series is there but not made out as a big deal like with other characters like Spider-Man. The only exception would be in "The Lost Continent", where the side-plot of that story was the strained friendship between her and Spider-Man. Unlike Spider-Man, Ruby was actually AGAINST the idea working with Eggman because of his recent betrayal after beating Thanos, his part in permanently merging their worlds, and the multiple near-deaths she and her friends experienced all throughout Exo War and couldn't find it in her heart to trust him after everything he's done. It could've been written better, yeah, but it was there.**

**Question of the Chapter: What are your first impressions on the first part of "Night of the Lizard"? Your thoughts.**


	9. Act 1 Issue 8: Night of the Lizard Pt 2

**BGM-RWBY: Grimm Eclipse OST-Red Likes Roses Instrumental**

**Ruby: My name is Ruby Rose, leader of Team RWBY. Dr. Connors transformed into a vicious monster called the Lizard and went on a rampage through the city. My team and Jaune's chased him down to stop him, all the way to the sewers. Urgh! Still, even when we had him cornered, he escaped just when Spider-Man showed up. At least during the fight, he dropped some of his blood enough for us to create a cure. Don't worry, Dr. Connors, we'll free you from your living nightmare!**

**BGM End**

* * *

_Act 1 Issue 8: Night of the Lizard (Part 2)_

**New Vale Sewers**

**BGM-Spider-Man 3 Game OST-The Lizard #1**

The Lizard, also known as Dr. Connors, running around frantically deep underneath the city in the dark, spooky, and disgusting sewers. The mutated professor exhales monstrous grunts as he leaps from multiple platforms and ledges down to a long sewer tunnel. His noise picks up familiar scents still on the hunt for him and growls when he turns around to see its Team JNPR pursuing him after his previous escape, _**"Graaaaah!"**_

"Dr. Connors! You don't have to keep running! Let us help you!" Jaune pleaded to his former professor.

"_**GRAAAAAAAAAH!" **_Lizard roars at his former students before dashing away like a true mutated reptile to the tunnels, with JNPR hot on his trail. Pyrrha throws her javelin straight at Connors hoping to stun him, but the Lizard's primal instincts warned him to dodge her throw and leap to the walls to crawl on.

"Pyrrha! Ren! Nora! Together!" Jaune calls the two out for their three-man team up maneuver. It's a simple tactic. Jaune first lifts his shield up for Ren to hop on then uses his strength to hop both Ren and the shield slightly in the air. In a split second, Pyrrha uses her Semblance to properly aim the direction the shield Ren's sticking on when Nora swings her hammer as hard as she could to fly him at incredible speeds at the crawling Lizard. Ren successfully tackles Lizard to the watery floors only to be repaid with a tail swipe that knocks him onto Jaune.

"_**GRAHAHAHAHA! GRAAAAAAAH!" **_Lizard laughed, then vomits an acid path to halt the students for a moment.

"Gross…" Nora remarked, disgusted.

Lizard punches through a solid wall to escape to an even narrower tunnel. Unfortunately, his brilliant mind didn't foresee this tunnel leads to a dead end that gave enough time for Team JNPR to catch up and corner him.

"Calm down, doc. We're not going to hurt you. Everything will be alright. We know you're suffering. We can end this now, only if you stop fighting." Pyrrha calmly reasons with the beast, trying to speak to the human side of the Lizard to get him to stop.

"_**Graaaaah? Huh?" **_It may look like Pyrrha's words are having an effect on him, but that's not true. Lizard's more interested in the glowing, menacing red eyes hiding in the darkness behind Team JNPR. Without the team knowing it, a stream of electricity flows through the water they're standing on and badly shocks them into unconsciousness.

Only Nora was able to survive the ambush thanks to her Semblance, "Guys?! Who's there?!", but when she tried to locate their mysterious attacker, someone used their claws to stab her in the chest. That forces her to shut up with a shocked face as blood drips from her chest, just enough to knock her unconscious along with the rest of her team.

The mysterious attacker revealed himself to be none other than Cyber Mecha Spider-Man, the robot who ordered Captain Jackal to infect Connors with his Lizard Formula. He's still cloaked wearing a dark red hoodie as he walks out of the shadows to greet the Lizard. _**"Who are you?" **_Lizard asked, putting his defensives up. Cyber Mecha doesn't bother talking. Only here to give a gift to him. His Neogenic Recombinator. The same one from Beacon. Stolen to toss over to his mutated owner. _**"My Neogenic Recombinator. Why are you giving it to me?" **_Lizard asked, confused about Cyber's intentions. Again, Cyber doesn't reply. He simply walks away to the shadows leaving the unconscious Team JNPR to do whatever the Lizard's intentions are for them, _**"I don't know who that person wassss, but he sssaved me the trouble of retrieving my device. My plansss are almost complete. To remake this city into my image. But first, there is someone I want by my sssside when all is done."**_

**BGM End**

* * *

**Peter's Apartment**

Lightning strikes on this cloudy night by the Haven Apartment, the apartment company in which Peter lives in his apartment. With Team JNPR on the hunt for the Lizard, Spider-Man and Team RWBY regrouped at Peter's apartment where he attempts to create a cure using a vial of the Lizard's blood. The friendly neighborhood genius has set up a small lab to work on the cure and focuses all of his attention to complete it. Yang helps out by handing him the chemicals and tools needed to synthesis the cure. Ruby's sitting on the floor repairing her Crescent Rose after Lizard partially melt it with his toxic breath. Blake looks out the window to watch the ominous lightning strikes and to keep a look out just in case. And Weiss sits on the couch yawning while wrapped with a blanket to get some sleep, but is completely restless.

Blake notices Weiss's restless state and asks, "Can't sleep?"

"How can I when our professor got mutated into a lizard monster and is now rampaging somewhere in the city? When I try to get some shut-eye, I just keep seeing the Lizard." Weiss replied somberly, worried for her former teacher turned mutated monster.

"How's the cure?" Blake asked Peter.

"Almost done. Thankfully, I still have the notes to develop a cure in time using this blood sample I collected from the Lizard. Whoever injected Connors improved on the original formula. Replicated and enhanced it." Peter replied somberly as well.

"How bad?" Yang asked him.

"I'm going to assume pretty bad?" Weiss quipped.

"Not by much from what I could tell analyzing his blood cells, but still very worrisome. If we don't cure Connors by the next hour, he'll permanently stay in lizard form. Driving out the Dr. Connors part of their mind forever." Peter informed them of the bad news.

"How does that not qualify as 'pretty bad'?" Weiss quipped.

"Sorry. I'm just…worried. I've known Connors for a long time. He's a friend. A mentor to me. To see him suffer like this again and again…I thought the last time we fought he was cured for good, but it seems somebody doesn't want him to live a normal life. Not gonna lie. That makes me _really _angry." Peter blinked, channeling his 'inner spider spirit' into his eyes, giving him beast-like slitted pupils as his left eye is colored red and the right eye colored blue to silently show off his silent anger.

Yang puts a gentle hand on his shoulder to comfort him as she shares the same sentiment, "We'll save him. Don't give up."

"You're not the only one worried. He's our teacher too. We'll do whatever it takes to make him better." Ruby said determinedly as she finishes repairing her weapon.

Peter nods in agreement with his eyes turning to normal as he notices the centrifuge holding the anti-serum tubes is complete. He takes them out and loads the anti-serum into his Web-Shooters, "Alright. I've loaded the anti-serum into my web-shooters. I should have enough to inject him with that'll turn the doc back."

"Great. Let me call Jaune if he found the Lizard yet." Ruby calls him up with her Scroll. After listening the call ring, it goes into voicemail strangely, "That's odd. He's not picking up."

"Either he forgot to charge his phone or something bad happened to him. I really hope it's the former." Peter joked, now getting worried about Team JNPR.

For their second option, Yang projects a holo-map from her Scroll for Connors's location, "Lizard's still tagged with the Spider-Tracer I placed him. It looks like he's out of the sewers around some house in this area."

"Let me see." Peter walks up to the holo-map where Connors is currently hanging around. To his horror, Peter instantly recognizes that specific area and lowly says, "Connors, no…"

"What's the matter?" Yang asked him.

"We need to move. NOW!" Peter hurried to put on his mask.

"What's wrong?" Ruby asked.

"His family's in TROUBLE!" Peter remarked with complete urgency that Curt is heading for his house where his wife and son live.

* * *

**En Route to Connors' house**

**BGM-Spider-Man 3 Game OST-Lizard Tension (Part 1)**

Spider-Man swings alongside Team RWBY riding their Extreme Gears as fast as they could through the streets to Connors' home before the mutated professor could harm his family. "How close are we?!" Blake asked hurriedly.

"In another minute!" Yang replied instantly as she's feeling the rush to save Connors' family.

"If Connors hurts, or KILLS, his own wife and son, then any semblance of his humanity will erased for good!" Spidey said, zipping and swinging to hurry towards Connors' home.

"We won't let that happen! We're NOT going to let it happen!" Ruby declared, boosting above the ground.

"We're here!" Yang said as they arrived at Connors' neighborhood, but just as they arrived, they heard a loud womanly scream.

"AAAAAAAAAAH!"

"That voice! MARTHA CONNORS!" Spider-Man yelled.

The heroes run to the backyard only to be too late as the Lizard has his wife in his arms and escapes into the sewers. "They escaped into the sewers!" Weiss remarked.

"But where's Billy?! BILLY! BILLY, WHERE ARE YOU?!" Spidey shouted and looked for Connors' son, hoping to god Billy also wasn't kidnapped, or worse.

"Spider-Man!" Amazingly, Billy is okay. The young kid shouts for Spider-Man from the front of his home to meet him and his friends.

"Billy! Thank god you're okay! What happened?!" Peter asked him.

"Daddy came and took mommy to the sewers!" A teary-eye Billy points to the sewer hole his parents escaped into.

"Was anyone else here? Four people our age? One of them is a blond guy with a sword and shield? A redhead girl found as the cover on cereal boxes?" Ruby asked the kid if he saw Team JNPR in the area as well.

"No. Just dad." Billy replied.

"The Lizard must have Jaune and the others! We need to find them!" Spidey said, coming to the conclusion Team JNPR have been captured by the Lizard.

"We can't just leave Billy! What if Connors comes back for him?" Ruby argued.

"I'll protect Billy while you guys search for Connors. I know what it's like having a 'lost mom' after all." Yang somberly volunteered to stay with Billy as she could relate having a mom gone from your life, willingly or unwillingly.

"I understand. Billy, stay with Yang. She'll protect you while we save your mom and dad." Peter kneeled down to assure him everything will be alright.

"Okay. Please, don't let anything happen to them." Billy requested.

"For the record, I know you're only staying with him because you don't want to go back to the sewers." Weiss glared at her blond friend as that is another reason Yang volunteered to watch Billy.

"I will confirm nor deny that statement." Yang grinned, quipping.

"UGH!" Weiss exasperates as she builds up the courage again to drop down into the sewers with the others while Yang stays with Billy inside his home.

**BGM End**

* * *

**New Vale Sewers**

**BGM-Spider-Man 3 Game OST-The Lizard #2**

Back to the sewers is where the gang are. Spider-Man leads Ruby, Weiss, and Blake leaping through the sewer lines tracking down their reptilian teacher and his wife. "Two sewer trips in one night. The stench is never gonna disappear." Weiss complained being in the sewers again.

"The faster we find Doc Connors, the sooner you can take a bath." Spidey checks his HUD for the Spider-Tracer's signal placed on the Lizard to learn they're close. "We should be close! If we take a right, we'll end up in an abandoned excavation tunnel that'll lead us above their location!" He informed the girls.

The group takes that suggested right and ends up in a long abandoned tunnel. After they arrived in the area, Peter's Spider-Sense warns him of another danger different from the Lizard, "Why is my Spider-Sense tingling?" The answer is the sudden 50-foot wide drill drilling through the tunnel behind them.

"I thought you said this tunnel was abandoned?!" Ruby shouted at Peter.

"Info probably wasn't updated! Time to speed up!" Peter quipped, shooting out a webline to hurriedly swing on while the girls ride their Extreme Gears before the giant drill overwhelmed them. "Move it, girls, this is not a drill! Oops! Even I didn't mean that!" Spidey joked with the drill still hot on their trail.

The drill causes major earthquakes inside this tunnel causing debris to fall and damage propane pipe lines to spew fire. Additionally, suspiciously placed mines were placed inside the tunnel to blow part of it off and causing more rocks to fly off and almost hitting the team. "Explosive mines and a reactivated drill?! Did Connors set this up as a trap?!" Blake wondered while still riding for her life.

"Let's ask him if we make it out of this alive and he doesn't maw on our faces!" Spidey quipped, dodging the falling debris.

The heroes escaped into a hole at the end of the tunnel, where the drill finally stopped as it couldn't move any further. The gang simultaneously wiped the sweat from their foreheads for avoiding getting drilled by the drill. "That was close. I wonder why that drill was still active?" Spidey wondered.

"LET ME GO! LET ME GO! AAAAAAAGH!" Martha's loud voice sounded close enough for the heroes to hear.

"Mrs. Connors! We're close!" Spidey and the girls ran into the next sewer room, completely unaware someone was watching them. It was Cyber Mecha standing on top of the drill, implying he was the one who activated it and tried to kill the heroes without them knowing.

"**Hmhmhmhmhm." **Cyber chuckled calmly despite failing to kill them, as he believes the Lizard will accomplish the task as he vanishes from sight.

**BGM End**

**BGM-Spider-Man 3 Game OST-The Lizard #4**

Back with the D-Avengers, the four stopped on the edge of a platform way above the Lizard and watch him walking with his wife in his arms. He gently puts her down next to the chain, unconscious Team JNPR attached to pipes and the Neogenic Recombinator on the ground he picks up.

"It's Jaune and the others." Ruby whispered.

"And the Neogenic Recombinator. I think I know what's Lizard's endgame is." Spidey replied quietly as they watch the Lizard's conversation with his normal human wife.

"Why did you bring me here, Curt? Why?" Martha asked her mutated husband.

"_**Ssso we can be together." **_Lizard hissed.

"You're still my husband. I love you. I want to be with you, but not like THIS." Martha replied, preferring her husband human than reptile.

"_**I…love you too. That is why I'm going to transssform you with my Neogenic Recombinator. Heal any wounds. Regrow new limbsss. First you, then everyone. Once I connect to Recombinator to these electric conduits…" **_Lizard points to the conduits that connects to the whole city, _**"I can reach every home in the city. Every man, woman, and child. I can transform ALL of them. No more sssssuffering. No more pain."**_

"You're going to transform the entire city into lizards? Doesn't that go against your word that you wanted to use the device to 'redeem yourself for all the horrors' you committed? Now you're gonna start a new horror you'll live to regret for the rest of your life!" Martha argued, hoping to reason with her husband within.

Lizard retorts, _**"You're twisting my words! I created thissss device to help people! That's what I accomplished with that Faunussss at the demonstration! That's what I promised, and I will not stop for ANYTHING!"**_

"Not even for Billy? You want him to be like you too?!" Marth retorted, which got Connors thinking for a moment.

"_**My sssson…I have a sssson…" **_Lizard remarked, leaving himself vulnerable and distracted, just the opening the heroes needed.

**BGM-Spider-Man 3 Game OST-Lizard Boss**

"Sorry, doc! We're doing this for Billy as much as for you!" Spidey led the charge and swing-kicked Lizard in the back to drop him the Recombinator, "This nightmare ends, tonight, Connors!"

Lizard hisses at the sight of his spider-nemesis, making his reptilian mind grow stronger than ever, _**"Ssssspider-Man! GRAAAAAAAH!" **_The man-sized lizard slaps his tail on Spidey knocking him to a wall to be lunged, but Ruby freezes his right arm with an Iso-Ice Dust bullet to leave him vulnerable to Blake's ribbon-zip kick.

"MRS. CONNORS! GET AWAY WHILE YOU CAN! HE'S DANGEROUS!" Weiss ordered the wife, who hides at a safe corner to watch the heroes fight her husband.

"It won't be long until his reptilian mind completely takes over! We got to administer the cure NOW!" Spidey hurried.

"Weiss! Ice Flower!" Ruby shouted. The ice heiress uses her glyphs to enhances Ruby's sniper bullets, encasing them in rapid-fire ice that slows down Lizard long enough for Spidey to vault over and fire two Anti-Lizard Serum syringes injecting to his body. Lizard roars intensely as he could feel the cure in his blood and ragefully tries to fight it.

"He's trying to fight off the cure! We can't let you do that! It's your medicine, doctor!" Spidey works with Blake and starts beating on the mutant reptile for the cure to work. Lizard spits acid breath on them, forcing the two to jump back. Spider-Man fires Ice Web Bullets to stun his former friend while Blake runs towards him with a chilling Iso-Ice Dust-enhanced blade.

"Hyouryuushou!" Blake uses another move learned from Zero, performing an upward-spinning icy slash that partially freezes Connors. With a loud roar while building up his strength, Lizard breaks free from the ice and tail swipe the cat faunus to the air. Spidey web-yanks her back down just seconds before he got tackled by the mutated doctor.

"Stay still, doc!" Ruby switches to her War Scythe, swinging it on Connors and pins him to a wall while Weiss freezes his four limbs. "Spidey! Now!" She shouts to him to shoot more lizard cure. The spider does, further weakening Lizard while making him more ferocious than ever. He breaks the wall he was pinned to including the ice cuffs and then headbutts Ruby to the water to be maw.

"Not today!" Weiss leaps to her partner's aid and forms a repelling glyph that knocks Connors back, right next to where his wife was hiding around. Connors notices his wife and slowly approaches her, but Spider-Man wouldn't allow him near her.

"Mrs. Connors! RUN!" He shouted, firing weblines to the Lizard's feet to stop him from advancing. Lizard growls as he goes to rip the webbing off him, but accidently swiped his tail on his wife and knocked her unconscious.

When Connors noticed he hurt his own wife, he regrets what he done, _**"Oh nooooo…Martha…I'm ssssorry…"**_

"This is our last chance, or we're lizard food!" Spidey tosses his remaining Anti-serum canisters to Ruby to catch while he keeps Lizard still. He hops onto his back and webs him up, only to get ruthlessly pinned to the ground after Connors escaped the webbing. Before Lizard could rip his face off, he gets barraged by ice bullets from Blake and Weiss, distracting him so Ruby could fly to the opposite direction to get in position for the final attack.

"This is it, doc! HAH!" Ruby fires the remaining cure from her gun onto Connors' chest.

**BGM End**

"_**GRAAAAAAAaaaaaah…" **_Lizard roars in pain as he finally succumbs to the effects of the cure. He can't fight it any longer. His whole body morphs. Regressing back to his normal, human form. It is done. The Lizard is no more. Doctor Curt Connors is back to normal, unconscious, but normal.

Mrs. Connors woke up just in time to witness her husband has been cured, "Curt! Is he…?"

"He'll be okay." Spidey assured her.

"Oh. Thank heaven." Martha hugged her husband. Her normal, human, and still missing an arm husband, but that's irrelevant. She's just happy to have her husband back.

It looks like Team JNPR is also recovering from being knocked out by the mysterious attacker and groggily find themselves chained to pipes. "Wha…H-How did we get here…?" Jaune weakly asked, groaning.

"Just relax while we free you. The nightmare is over." Ruby told him with a smile that the battle is won and Connors is saved.

* * *

**Later at Connors' Home**

The cured Dr. Connors slowly awakes from his bed after feeling like he slept for days, maybe weeks, trapped in a horrific nightmare, "Huh…Where…Where am I…My head…"

"Daddy!" Billy jumps to his surprised father's arms happy he is cured.

"Billy!" Connors remarked, then notices his wife walking to the side of his bed, "Martha…"

"You can relax, Curt. Spider-Man and your students saved you." Martha smiled.

"Spider-Man…" Curt faces Spider-Man, Team RWBY, and Team JNPR, standing before his bed.

"How're you feeling, Dr. Connors?" Spidey sincerely asked his professor.

"Better, thanks to you. I feel like I just woken up from a terrible nightmare. I'm sorry, students, if I did anything to hurt you." Connors touches his sweaty face.

"It's alright, Dr. Connors. We're all fine. And you can count on us to keep this our little secret." Ruby smiled as both teams promised not to tell anyone about Connors being the Lizard.

"Thank you." Connors nodded, trusting his students will keep this incident quiet between them.

**BGM-Sonic Adventure OST-The Past**

With everything calmed down for the moment, Spider-Man decided it was time to ask some important questions regarding everything that has happened tonight. "Doc. I know you're still recovering, and if you don't want to say anything that's fine, but I want to know who did this to you? Who transformed you back into the Lizard?" The spider-hero asked the former mutant scientist.

"My memories still a bit hazy. I remember I was in my lab alone when somebody injected me with a new strand of the Lizard Formula. It was dark, but I faintly saw what appeared to be a mobian jackal with a sword before I lost consciousness." Connors answered, remembering what he can a few hours ago.

"That sounds like the leader of those thieving jackals that attacked Oscorp a few weeks ago, but why attack you?" Weiss deduced Captain Jackal was the culprit.

"I think he was under orders by some organization called 'Cipher'." Connors replied, remembering the last words Captain Jackal mockingly said to him before he transformed into the Lizard.

"Cipher?" Spidey questioned, never hearing about this group before in his life.

"Another thing. In the sewers. I saw a cloaked figure in red. He handed me my Neogenic Recombinator, then just left without saying a word." Connors added more information to this pile of mystery.

"Could that have been the same guy who attacked us while we were chasing you?" Pyrrha pondered.

"I think I did saw some red eyes in the shadows before he stabbed me." Nora rubbed her bandaged wound.

"Maybe he's also the same guy who reactivated that drill and tried to kill us." Blake believed.

"A drill?" Yang questioned since she was protecting Billy at the time so she has no idea what Blake is talking about.

"Cipher…Could they be the same gang in charge of these recent cyber attacks? And this guy in the red cloak? Could he have been the one who also hired Beetle to steal the Digitizer from Horizon?" Spidey pondered these questions that no one in the room has the answers for.

"There's definitely something amidst going on, and I get the feeling it's only going to get worse." Connors remarked.

"Rest easy, Doc. I'm gonna find out who these Cipher guys are and stop whatever plan they have going. I've been on their case for a while, but now, it's personal." Spidey calmly declared vengeance against Cipher, vowing to stop them for making the Connors suffer tonight.

**BGM End**

* * *

**KFX Here: We're almost done with Act 1. I repeat. ACT 1. Just three more issues to go. Next chapter should be a more light-hearted chapter. Why? Simple. Princess Elise (from Sonic 06) pays a visit to New Vale City? Spider-Man and Team JNPR assigned as her guards?**

**superjoeyf721: Have you read a comic book? Spider-Man inner monologues all the time. It's been part of his character since his debut. It's his way of expressing his current thoughts on an issue, good or bad. It's part of good storytelling. **

**XenoSlayer983: When did I say I didn't like the Amazing Spider-Man movies 'cause I don't remember? I find them okay at best. Watched them once each. Prefer watching Raimi's Spider-Man or MCU's Spider-Man. With this little Lizard Arc, it's obvious I took a lot of inspiration from the 90s cartoon, but I also took some inspiration from the Spectacular Spider-Man cartoon (like Peter used to be an intern for Dr. Connors), and if you played or watched them, I'm sure you've noticed I've took a lot of inspiration from the Spider-Man 3 game as well. Prefer Spider-Man 2 the Game, but I have mad nostalgia for the third game and its soundtrack.**

**Guest: Having Lizard mutate into Mega-Lizard did cross my mind, but fighting giant monsters can get repetitive and boring. Having a more even match-up in his regular Lizard form was the better approach.**

**Devon14X: Digimon is not the only franchise that deals with cyberspace. Mega Man did it. Sonic did it. TMNT. The list goes on.**

**Question of the Chapter: What is your opinion on this Lizard Arc as a whole? What was your favorite moment that stood out to you?**


	10. Act 1 Issue 9: Royal Visit

**BGM-Marvel vs. Capcom Infinite OST-Theme of Spider-Man**

**Spider-Man: Look out! It's your Friendly Neighborhood Spider-Man! Whew! It took a while, but we managed to cure Dr. Connors being the Lizard. Glad that nightmare is over. What you say, doc? A gang called Cipher did this to you? They must be the same thugs attacking cyberspace lately. For what they did to Connors, I won't let them get away with this!**

**BGM End**

* * *

_Act 1 Issue 9: Royal Visit_

**Coffee Bean, Manhattan**

**BGM-Sonic Adventure OST-Welcome to Station Square**

A small coffee and malt shop in the Tribeca neighborhood of Manhattan, students from Empire State University come here to hangout. Talk between friends while drinking some delicious coffee. That's what Peter and his friends are doing right now. Few days passed since the Lizard incident. Peter hangs out with Mary Jane, Lucina, Sonic, and Palutena in her teenager form at the Coffee Bean to enjoy themselves after a stressful day of classes.

Sonic leans back on the seat, relaxing his hands behind his head after being informed of the recent new crimes involving Cipher lately, "Boy, sounds like I've missed quite a bit. This Cipher gang. Jackals. Cyberspace. The Lizard. You're right to say these guys are dangerous if they can attack from both the real world and the digital world. How is Doc Connors anyways?"

"Much better. Had to take about a week off, but everything's back to normal with him. Now that I know Cipher has been behind the recent attacks, I need to figure out what their next move is before more innocent people get hurt." Peter replied in a thinking position.

As friends talk with each other, Amy walks towards them with the tray of coffee they ordered since she works at the Coffee Bean. "Here, guys." She gently puts down the tray.

"Thanks, Amy." MJ kindly accepted the coffee.

"Thank you." Sonic also took a cup of coffee.

"It's about time you finally dropped by since I started working here." Amy slyly grinned towards the adventurous blue hedgehog.

"Heh. Sorry." Sonic sheepishly smiled.

Lucina takes a sip from her coffee before asking her friends an important question, "Question: Do you all know who Princess Elise is?"

"The Princess of Solkaria? I have the _faintest _feeling I know her more personally than from her reputation." Sonic replied, scratching his head believing he met Princess Elise during one of his adventures but for some reason can't remember, as if his memories were altered somehow.

"I know her. I mean, why shouldn't I? I saved her life during the big alien invasion. Why are you asking us?" Peter asked the Ylissean princess.

"I heard she's coming to New Vale for the first time tomorrow for a diplomatic visit speaking at the United Nations. Nothing too major." Lucina answered.

"Didn't Hydra and Eggman attack the UN a few weeks ago? What's stopping them from attacking again?" Palutena remembered the recent attack on the United Nations that was stopped by the Avengers and the Freedom Fighters.

"For starters, Red Skull's in jail, and Eggman isn't stupid enough to attack the same place twice in a span of a month." Amy replied, confidently believing things will go okay at the UN this time.

"There's nothing to worry about. I'm sure Captain America got that covered. He's usually the go-to-guy when it comes to being a diplomatic bodyguard. Certainly not me. Hehe." Peter chuckled, not too concerned about the UN since diplomacy isn't his thing at all. Before he takes a sip from his coffee, his cell phone rings. And speak of the devil, it's Captain America calling him. "Whaddya know? I invoke his name, and a second later, he calls me. I wonder what this is about?" He answers the phone and puts it by his ear, "Hey Cap, what's up? …Wait…You want me to do WHAT now…?"

**BGM End**

* * *

**At Avengers Tower**

**BGM-Sonic Rush OST-Theme of Sonic's Event**

"You are going to be Princess Elise's escort tomorrow." Captain America told Spider-Man, after he went to Avengers Tower to further discuss this assignment personally. Sonic's there too, relaxing at the couch. Jessica Drew, fellow Avenger Spider-Woman, is also in the tower standing with Cap watching Spidey freak out about his new assignment.

"So the last 10 times I asked you on the way here on the phone you were SERIOUS?!" Spidey expressed in humorous shock.

"I don't 'kid' about diplomatic assignments, Spider-Man." Cap told the webster.

"But c'mon, Cap! Why did you choose ME?! I'm not so good with this diplomatic stuff!" Spidey complained.

"I didn't choose you. I chose Spider-Woman to assist you. It was Princess Elise HERSELF that appointed you to be her bodyguard." Captain America revealed, which dumbfounded the webhead even more than he already was.

"WHAT?! Whyyyyy?!" Spidey whined.

"Don't you two know each other already?" Spider-Woman asked him.

"I saved her life ONE time! A YEAR ago! We're not friends on Facebook! Why not have Sonic do this?!" Peter pointed to the relaxing hedgehog on the couch.

"Being a bodyguard sounds boring and slow for me." Sonic casually scratched his ear.

"Of course that's your answer," Peter glared at the lazy hedgehog before turning back to Cap and Spider-Woman, "C'mon, Cap! Seriously! Why me?! I'm just your Friendly Neighborhood Spider-Man for crying out-loud! Not the Amazing Spider-Diplomat!"

"Meaning you know this city better than anyone to show her around if she requests it." Cap calmly argued.

"But what about Cipher?! I'm still too busy trying to figure out their next move!" Spidey disputed.

"Another good reason you're on this mission. You're the only Avenger with the device capable of countering Cipher in case they target the princess." Cap argued back again with good points, referring to Spidey's Digiwatch.

"And what if I accidently start an international war during all of this? I don't have the best luck in the team, y'know." Spidey jokingly argued with his infamous Parker Luck.

"He's got a point, Cap." Jessica agreed.

"I'm confident Spider-Man can handle this mission. Both he and the princess are age mates, making it easy for the two to get along. Perhaps he could even teach her a thing or two." Cap lightly replied to his fellow Avenger, putting his faith Spider-Man could accomplish this mission with little hiccups that won't bring a disaster between nations.

Spidey sighs as he begrudgingly accepts the request, "I give up. It's useless arguing against Captain America if he thinks I'm good enough for this. Fine. I'll be Elise's bodyguard for tomorrow."

"Thank you. You'll do great." Cap smiled.

"Me and Jessica aren't gonna be the only Avengers for this mission, right?" Peter asked the captain.

"You will."

"Excuse me?"

"What I mean is there'll be other people joining your party from the Freedom Fighters and an appointed team from Beacon." Cap explained.

"I think I heard Tails and Amy are gonna join ya." Sonic chimed in.

"And from Beacon? It's Team RWBY, I imagine?" Spidey turned to Cap.

"Nope."

"No? Who is it then?" Spidey asked with a confused look on his face. If Team RWBY aren't the ones assisting him on this mission, then who is it?

**BGM End**

* * *

**Ozpin's Office, Beacon Academy**

**BGM-Sonic Rush OST-Theme of Comical Event**

"US?!" The members of Team JNPR pointed to themselves in absolute shock that they will be the Beacon team appointed by Ozpin to provide additional assistance to the Avengers and Freedom Fighters in their mission guarding Princess Elise tomorrow.

"That is correct," Ozpin replied sitting on his desk next to Glynda, "I have selected you four the special honor assisting the Avengers for Princess Elise's visit tomorrow morning."

"Not for nothing, professor, I mean, we are honored we'll be guarding a royal princess from another country, but I'm kinda surprised you didn't choose someone else like Team RWBY or perhaps Team CFVY." Jaune shamelessly rubbed the back of his head.

"Team RWBY are assigned to a search and destroy mission tomorrow assisting a GUN squadron raiding a few AIM facilities out of the city, and Team CFVY are assigned making sure nothing goes wrong with Colonel John Jameson's next mission into space at the Andru Air Force Base. Your team is the only one I deem capable for this important task. After all, you assisted Spider-Man resolving that Lizard incident, who so happened was reported seen on-campus late at night after making a mess in Dr. Connors' lab. Is there a connection between Connors and the Lizard?" Ozpin asked with his hands cupped beneath his muzzle, staring at the sweating Team JNPR who know Connors was the Lizard but promised not to reveal his secret to anyone else.

"Uhhhh…" Nora nervously scratched her head.

Pyrrha thought quick and gave a plausible partial-lie, "The Lizard was only interested stealing Connors' Neogenic Recombinator to turn everyone into lizards! We found Connors unconscious and took him home to rest before stopping the Lizard!"

Ozpin responds with a smile, unaware to Team JNPR that he and Glynda have long known Connors is the Lizard, they know he wasn't in complete control of his actions and too respect his secrecy, "I see. I am glad to hear Connors has recovered safe and sound."

"Remember, students, you'll be representing Beacon Academy, and by extension, the country while protecting the Princess. So TRY to behave and not be too rash that'll cause an international incident. That goes DOUBLE for Spider-Man." Glynda advised the team.

"No problem, GG, we got this." Nora replied with a confident thumbs-up that they'll do their best protecting Princess Elise.

**BGM End**

* * *

**The Next Morning…At the Newark Liberty Airport**

The next day, Avengers, Spider-Man and Spider-Woman, Freedom Fighters, Tails and Amy Rose, and Beacon students, Team JNPR, all meet up outside at the runway of the airport waiting for Princess Elise's private plane to arrive. While they wait, Nora and Spider-Man were in the middle of a goofy conversation between each other.

"…I'm telling you. You should recreate your shed into your very own secret headquarters! Turn it into…the Spider-Shed!" Nora proposed excitedly, but Spidey shares his opposite opinion.

"Why do I need my own base underneath my house? I'm not a rich, anti-social nut with pointy bat ears. I could barely pay the rent for my apartment." Spidey quipped. He turns to Spider-Woman after noticing she's wearing a new costume different from her classic red and yellow. Her new costume is colored red and black and has a yellow spider-emblem on her chest and wears yellow glasses over her eyes, no longer wearing a mask. "By the way, Jess, what's with the costume change?" He asked her about her new outfit.

"Thought it was time I update myself with something 'all-new' and 'all-different'. Like it?" Jessica asked the webhead.

"Oh yeah, it looks nice. Red and black suits you" Spidey complimented her new look.

"Thanks without saying it as a quip." Spider-Woman replied.

"Do you want me to say it as a quip?"

"Do you want me to punch you in the face across the runway?"

"No. I don't think we have much time for that."

"The Princess's jet should arrive any second now." Tails checked her scheduled time for arrival on his Miles Electric.

"Never thought in my life we'll escort an actual princess. What's Elise and Solkaria like anyway?" Jaune asked, not knowing much about Princess Elise or the kingdom she rules.

"Princess Elise the Third. Before the Convergence, she was the Princess of Soleanna, the City of Water. Now she's the kind and benevolent ruler of Solkaria, the City of Water and Ice. It has a long-established constitutional monarchy. Its main industries are tourism, Dust because its headquarters to the Schnee Dust Company, and export of precision machinery." Ren lectured him brief information about Solkaria.

"Elise is also REALLY beautiful." Amy added.

"Ugh. I still don't understand why Silver Sable isn't doing this. She is the CEO of Sable International, headquartered in Solkaria. Why isn't she Elise's personal, badass bodyguard that'll slice your eyes out if you so happen to look at her funny?" Spidey asked jokingly, knowing that Solkaria was made up from the fusion of Soleanna and Symkaria, the latter being Silver Sable's home country she used to monarch as princess.

"Sable's out of her country on a mission for a few days, didn't you know? She even agreed with Elise you'd make the perfect bodyguard in her absence." Spider-Woman grinned

"I really hate that woman." Spidey quipped with arms crossed.

**BGM End**

**BGM-Sonic X OST-The Extravagant Appearance of Mom and Dad**

A moment later, a white jet is seen in the sky approaching the airport. It has the Solkaria symbol on its wing resembling an eagle. It lands and stopped perfectly in front of the heroic guards as they watched. A staircase opens out of the jet and walks out two human Solkaria Royal Guards and four Atlesian Knight-200s. As one of the Royal Guards unveil the red carpet for her princess, the other guard approaches Spider-Man and his friends.

**BGM End**

"Are you the one called Spider-Man?" The guard asked the web-spinner.

"That's an accurate assumption." Spidey quipped.

"The Princess will meet you in a second." The guard replied.

**BGM-Sonic X OST-The Torndyke Family**

Soon after walking out from her jet is Princess Elise herself. An 18-year-old monarch that stuns the likes of Jaune, Tails and even Ren with her amazing beauty. A young red-haired woman in a white dress with feather trim that wears a feather crown, earrings, a gem necklace, and stands on red high heels.

"She is beautiful…" Jaune remarked, speechless.

"Tol'ja." Amy smirked.

"Focus, Jaune." Pyrrha glared, showing signs of jealously.

"Don't tell me you're jealous, Pyrrha." Spidey joked.

"I want to be more focused on the mission so we won't cause an international incident, that's all." Pyrrha retorts, partially lying.

**BGM End**

Elise notices Spider-Man waiting for her with his friends and smiles brightly to reunite with her savior, "Spider-Man!"

"Sup, Princess. Been a while hasn't it? Everything okay back home?" Spidey asked as the princess approaches him.

"Everything's fine. I still want to thank you for protecting my country during that alien invasion, and again for agreeing to be my bodyguard today." Elise said, still in Peter's debt for his cooperation during the Thanos Invasion.

Spidey quips, "Just doing my job, between other jobs. Let me introduce you to the rest of my 'amazing' friends…" In a split second, Peter gets hit in the arm by an annoyed Spider-Woman introducing her using the 'amazing friends' joke, "Ow! This is my 'not-so-amazing' friend, Spider-Woman. This here's Tails and Amy Rose. And this here's Team JNPR. We'll be your escorts to the city to watch out for any trouble."

Elise formally bows greeting her new escorts, "It's a pleasure to meet you all. I never been to New Vale City before. It's certainly a lot warmer here than in Solkaria what I noticed. I'm aware about the constant supervillain attacks that happen here. And apparently a man called 'J. Jonah Jameson' that keeps branding you a 'menace'?"

Spidey quips again, "That's fake news as fake as that guy's mustache. C'mon. I'm sure Jameson will think I kidnapped you and will place you in another castle once when enter town." He jokes as the heroes escort Princess Elise for her first trip to the city of New Vale.

* * *

**United Nations HQ, New Vale City**

It's a full assembly here at the UN building. Very normal expectedly, especially when it's a young princess of her own small kingdom speaking here today. There's ton of reporters. Photographers. Delegates. J Jonah Jameson when he heard the news Spider-Man is one of the bodyguards for Princess Elise and wants to brand him as a menace as usual. So far, no criminal commotion or evil organization have made a move yet.

Spider-Man looks out backstage with Elise to see the assembly being filled up. "Looks like a full house. Why weren't you here for the meeting a few weeks?" Peter asked the princess.

"I was a little preoccupied with other duties back home and ran a little late, but then had to cancel my flight when I heard Hydra and Eggman attacked the UN. So today I want to make up for lost time." Elise explained.

"Taking responsibility. Cool." Peter replied before touching his ear comm to speak with the rest of the group who are guarding the UN out front, "Is everything looking peaceful outside, guys?"

'_What's peaceful about a huge crowd?!' _Jaune retorts as it sounds like he's trying to hold off reporters on his own.

'_Besides that, yeah, everything here checks out normal. No one here looks to be a threat.' _Tails said flying above the area outside.

'_In this world, anyways. Spider-Man?' _Spider-Woman asked him, implying cyberspace might hold some unwelcomed threats.

"Already check, Spider-Woman. Cyberspace's clean of Cipher, at least for now. I'll personally check once Elise starts speaking." Spidey replied.

"Cipher?" Elise questioned this criminal group.

"A cyber gang that's been causing a lot of ruckus lately. Don't you have crime where you come from?" Spidey asked.

"Not as much compared to here. Solkaria has one of the best security police force in the world thanks to Sable International and the Atlesian Military." Elise explained.

"Sounds boring compared to here. New Vale is the city that never sleeps, and in turn, means I don't sleep. I'm out here day and night working my butt off so no nutcase would ruin the place." Spidey conversed.

"A burden of a true king. I can relate. Should probably start my address." Elise said, thinking it's time to being her speak.

"Good luck. I'll be hiding from Jameson in cyberspace. See ya in a few." Spidey jokes before activating his Digiwatch and transports into cyberspace to watch out for Cipher.

The assembly claps to give a warm welcome for Princess Elise as she walks on stage. She politely waves at the assembly accompanied with a warm smile as she walks behind the stage microphone stand to give her speak just as the assembly calms down, "Thank you, general assembly, for the warm welcome. My name is Elise, princess of the Kingdom of Solkaria…"

* * *

**Cyber's Hidden Hideout**

**BGM-Sonic Forces OST-Null Space (Cutscene)**

'…_I was left with a heavy burden by my parents after they passed away when I was young to continue striving for peace. It has been a year since the Convergence merged the worlds and forced most of us to adapt to this new lifestyle, though there are still some struggling to get accustomed. I want to make it my mission to spread peace across the nations. Beyond the borders of my kingdom, starting here in the United States…'_

Cyber Mecha watches silently tuned in to Elise's speech at the United Nations to see how he could use her appearance in the States to his advantage and advancement for Cipher, **"Princess Elise. Last remaining member of her royal family. I could work with this."**

"Then what's your plan?"

"**Hm?" **Cyber slightly turns his head over his shoulder to be greeted by another member of Cipher he personally recruited into. It's the tall and tough Hazel Rainart, former member of Salem's faction and the Masters of Evil, sporting new Cybernaut Armor that shares the same olive green and black color scheme.

"If your plan is to kill the princess and cause an international incident, wouldn't it be wise we attacked the UN?" Rainart proposed to attack the UN now.

"**Illogical. It would be too predictable after the stunt Red Skull and Eggman failed to accomplish. We will not attack the princess right now. There's still the Solkarian conference party later night. In-between is when the princess is at her most vulnerable. That's when we'll strike and terminate her out in the open. The heroes will be blamed for failing to protect her and result in tension and war between the nations. And best for you, Ozpin will also be discredited." **Cyber replied, implying he convinced Hazel to join his gang if it means ruining and, potentially, killing him since Hazel blames him for the death of his little sister, Gretchen Rainart.

Hazel shows a malicious smile in understanding of the plan, "I see."

"**Get the Cyber Slayers ready for deployment. Then relax, and continue observing until the time is right." **Cyber instructed, tuning back to watch the rest of Elise's speech.

**BGM End**

* * *

**Later at the United Nations…**

**BGM-Sonic Rush OST-Theme of Sonic's Event**

A while later, Princess Elise is surrounded by the common paparazzi and ravage reporters asking for an interview for her impressive speech. Her royal guards and Atlas androids keep the press off her back while her bodyguards converse outside the crowd.

"Spotted anything unusual?" Spider-Woman asked the group.

"Nope. You?" Jaune responded as he turns to Spider-Man.

"No Cipher sightings in cyberspace. Maybe they weren't planning to attack the UN. I dunno. There's still so much we don't know about them or who their leader is. We should keep a lookout." Spidey recommended.

Elise managed to walk away from the press to talk with Spider-Man to ask of him for something, "Spider-Man, can you and your friends fulfil a request for me?"

"Sure, what is it?" Spidey wondered.

"It's nothing much. My flight home won't leave until tomorrow morning, so I want to do a little sightseeing of the city in the meantime. Explore places here like an ordinary tourist." Elise requested of the webbed hero.

"Are you sure that's wise, Miss Elise," One of her royal guards asks while approaching his princess, "Shouldn't you be preparing for tonight's Solkarian Conference Party?"

"Right now? It's still early afternoon." Jaune raised an eyebrow.

"The party doesn't start until 9:30. I have plenty of time to explore the city and prepare for the event." Elise calmly argued with her royal guard.

"But, Miss Elise…" Her royal guard still seems insistent she prepares for tonight's festivities, much to her slight internal annoyance.

It was time for Spider-Man to intervene with his trademark quippy attitude, "Are you disobeying a direct order from the princess that could fire you on the spot? You heard the lady, tophat. It's only gonna be for a few hours. We'll keep her company and make sure she comes for dinner on time."

The guard got worried for a bit and sweats, not considering he might get fired if Princess Elise is displeased. He turns back to her, "Are you…certain you want to tour the city first?"

"Yes. I'll be fine. That is why I called for these heroes as my escorts." Elise replied.

"If that is your wish. Stay safe, Miss Elise. We will make sure everything is ready before you return from your sightseeing." Her royal guard formally bowed before her before walking away, leaving the princess's safety to the heroes.

"Some guards, huh?" Amy joked to the princess.

"They're just looking out for me." Elise understood the concern of her own guards have for her.

"So, is there any place you want to go?" Spidey asked the princess where to begin the tour guide.

Elise shakes her head innocently, "No, no place in particular."

'_Oh boy…' _Spidey thought. He ponders what they should do first with the allotted time they have before tonight's party, "Alright. I pretty much know everything about the city. Where would be a good place to start a tour, because I want to save Twinkle Island for last?"

"What about the casino?!" Nora suggested eagerly.

"I guess that's a good start." Spidey liked the idea.

"We're gonna teach a princess compulsive gambling?" Spider-Woman quipped.

"I never been to a casino before." Elise smiled, cupped her hands in calm eagerness to visit a casino.

"You will now. But first, you hungry? I'm gonna show you where to buy the best hot dogs in the city!" Spidey said.

"Is it within driving distance?" Elise cluelessly asked.

"And get stuck in traffic to be bombarded by more paparazzi? Hah! No way, José. You're taking a first-class flight on Air Spidey! Follow me, gang!" Spidey grabbed a surprised Elise off her feet and proceeded to web-swing into the city, with Spider-Woman following using her web-wings to glide and Tails flying with his tails, and Team JNPR and Amy catching up on their Extreme Gears.

**BGM End**

* * *

**Casinopolis**

**BGM-Sonic Battle OST-Happy Theme**

Elise hangs out with her hero tour guides eating delicious hot dogs as they enter the first stop of her "New Vale Tour": Casinopolis. "First stop: Casinopolis! Biggest casino in the city!" Spidey introduced the princess to the insides of the giant casino.

"Why is there a giant statue of Sonic the Hedgehog?" Elise pointed out the massive Sonic statue in the middle of the casino.

"Does it matter? The statue's big, but not as big as the guy's ego." Amy smirkingly joked.

* * *

**Avengers Tower**

Their next stop after playing some bingo is Avengers Tower. "Next we have Avengers Tower, home to earth's mightiest heroes, and Hawkeye!" Spidey joked after they've entered the building.

"HAWKEYE, GET BACK HERE!" An angry Hulk yells, humorously chasing a scared Hawkeye through the tower while making a mess of the living room, much to Elise's confusion and the heroes' embarrassment, especially Jessica who silently face-palms and shakes her head.

"FOR THE LAST TIME, I DIDN'T EAT FROM YOUR GUACAMOLE!" Hawkeye shouted.

* * *

**Macy's**

After surviving Hulk's rampage for his guacamole, the team went to a Macy's store next as the girls wants to buy some new clothes during this tour. "Why are we at the mall? This wasn't part of the tour." Spidey joked, standing next to the boys of his little group watching the girls trying on new casual wear and dresses.

"I making it part of the tour. Now be patient. I want Elise to try out something, then we'll be done." Amy quipped, handing Elise new clothes to try on.

"In the next 2 hours." Spidey quipped.

"You're being generous, right?" Ren joked as well, already tired of this shopping spree.

"We're gonna be here forever." Tails remarked with a tired, deadpan stare.

* * *

**Horizon Labs**

With the two-hour plus shopping spree out of the way, Elise now wears a more casual clothing style to look less like a princess and more like an ordinary girl, like wearing a shirt and some pants that took on a brown and white appearance, as well as wearing a cap with the Avengers logo. Their next stop was Horizon Labs, with Max Modell kind enough to lead a tour of his facility.

"This here's Horizon Labs. They make the best technology you couldn't find anywhere else." Spidey told Elise, who's in awe of all the differently unique high-tech equipment stationed everywhere.

Max leads the group to a pad station with three laser pointers down on it, "Let me introduce you to one of our newest creations. We call it the 'Transcendental lathe'. It turns whatever your mind could think of and materializes it into physical form."

"That's possible?" Elise questioned.

"Try it out for yourself." Max allowed her.

Elise walks onto the pad to allow the harmless laser pointers scan her brain to create whatever she's thinking. The device creates a holographic picture frame before transforming into an actual picture frame depicts her as a child together with her parents for her to physically hold in her hands. "Incredible! It worked! We don't have a machine like this back home." Elise remarked, pleasantly surprised and happy with the results.

"We just finished it two days ago thanks to my interns, Debra Whitman and Peter Parker, but they're not here today." Max thanked his interns who are not here with him today, as far as he knows anyway.

"I would've liked to thank them if they were." Elise smiled.

Pyrrha stares at Spider-Man, who jokingly looks confused since Elise has no idea he is Peter Parker, "…What? Is something on my face?" He jokes that makes redheaded huntress roll her eyes.

* * *

**Beacon Academy**

Their next stop after Horizon was meeting with Ozpin and Glynda at Beacon Academy. "Welcome to Beacon Academy. Here's its headmaster, Ozpin, and his lovely grouchy assistant, Glynda." Spider-Man introduced Elise to the two Beacon professors.

"Hello, professor. I heard a lot about you from General Ironwood." Elise shook hands with the headmaster.

"Thank you. And thanks for taking the time visiting my school." Ozpin replied.

Glynda turns to Team JNPR, "So far so good, everyone, giving the princess a tour of the city. But I have to ask: What is Ms. Valkyrie wearing?" She notices Nora wearing a suit of high-tech battle armor that resembles Thor's armor and helmet but with Nora's favorite colors.

"I am Lady Thor, Goddess of Thunder!" Nora does her best Thor impression as she points her electrified hammer to the sky.

Jaune shamefully rubs the back of his head saying, "There was this machine at Horizon that turns your thoughts into stuff. Nora used it to create her own armor."

"A little overcompensating, don't you think?" Tails asked Nora, predicting things would end badly for her.

"No." Nora smiled brightly. As she's about to take another step, her armor unexpectedly short-circuited and caused her to trip, accidently firing a bolt of electricity from her hammer, almost hitting Elise if Spider-Woman didn't quickly pull her away from the blast that destroyed a hole to the school, with Dr. Connors popping his head out and blinking with a confused look, having no clue what is going on.

"Whoops. Sorry." Nora smiled sheepishly, this time from embarrassment while lying on the ground with a damaged armor. Glynda and Ozpin gives her a stern glare for damaging the school while Elise, despite almost getting electrocuted, giggles from the humorous antics.

* * *

**Twinkle Island**

**BGM-Sonic Adventure OST-Pleasure Castle…for Twinkle Park**

It's the evening now, and after Nora got scolded, the gang finally get tickets to walk into Twinkle Island, the merged amusement park of Earth's Coney Island and Mobius' Twinkle Park. An island park designed to give off a magical feel, with neon lights and sparkly objects everywhere with a variety of attractions built around a huge castle in the middle.

"And last on our to-do list is Twinkle Island! It used to be Coney Island, but since the Convergence, it merged with Twinkle Park and is now the best theme park in the city!" Spidey introduced Elise to the park.

"Wooow! Look at all the attractions! Which one should we go on first?" Elise asked, really excited to ride on any ride in this island park.

"Bumper Cars!" Tails remarked excitedly.

"Roller Coaster!" Amy suggested elatedly.

"Riding bumper cars while on a roller coaster!" Nora recommended without thought.

"Is that possible?" Spider-Woman looked at hammer huntress with a weird look.

"I'll MAKE it possible!" Nora grinned cheekily.

"Don't question her logic." Ren told Jessica.

"Didn't you just get scolded by Glynda?" Spidey asked Nora, who replies with a simple sheepish chuckle.

After that, the gang and Elise have fun together trying out all the various attractions in the park. They play bumper cars with each other. Go on the roller coaster. Ferris wheel. Mess around inside a giant house of mirrors. The more attractions they try out, the more fun Elise is having. For the first time in a long while, she is able to relax. Have fun, not as a princess, but as a normal girl hanging out with her new friends.

**BGM End**

"Hey Princess. Got you some cotton candy. Bet your sick eating snow cones at Solkaria. Ha!" Spidey walks up handing Elise cotton candy for her to eat.

"Thank you, and please, just call me Elise." She accepted the treat.

"Sure thing, Elise." Spidey replied as the two walk around the park.

Elise takes a bit from her cotton candy and graciously enjoys it, "Delicious. You sure know how to show a girl a good time."

"I do have a girlfriend so I should know what I'm doing, most of the time." Peter quipped.

"Oh." Elise replied somberly.

"What?" Spidey raised a confused eyebrow behind his mask.

"Nothing, nothing," Elise replied, repressing the developed feelings she has for Spider-Man. Still, she gives him a smile, "I am glad that you and your friends took your time to show me around town, Spider-Man. I haven't had this much fun in a long time. I didn't feel like the princess of Solkaria. I got to spend my time as just a girl."

"Being a princess doesn't look easy." Spidey replied.

"I do love my country, though. Everyone at my castle, the children, all the citizens…" Elise stares at the Twinkle Castle, "And my late father and mother…That is why I want to protect my country, and help other nations as well."

"We both have difficult lives, doing our best to protect the people we love. It never gets easy. But, if there's one thing I learned on this job as a superhero, is that you should never give up. Even when the going gets tough, just find the courage inside you to stand back up, and give that challenge a smile. It also doesn't hurt having a few friends to help you out." Spidey advised the princess, giving her some advice based from his personal experience as New Vale's hero.

"Do you consider me a friend?" Elise asked the hero.

"Sure. Send me a friend request on Facebook then we'll really make it official." Spidey joked, which actually got an honest laugh from the princess.

**BGM-Spider-Man: Web of Shadows OST-Boss**

Suddenly, incoming trouble triggers Peter's Spider-Sense, _'Spider-Sense! What is it?'_

"Spider-Man, what's wrong?" Elise asked, noticing Spidey got serious pretty quick.

"GET DOWN!" Peter quickly pushes Elise to the floor and duck under a plasma shot from a humanoid silver robot with no face and a glowing yellow core. It's actually Cipher's new robot sentries, the Cyber Slayers, equipped with an energy handblade and a plasma rifle.

"**Objective: Kill Princess Elise!" **The Cyber Slayer aims its plasma rifle at Elise and almost fired if Spidey didn't kick the gun to the air and strike the robot back to be assisted by a few more Cyber Slayers.

"Robots. I HATE robots. Why do I attract them more than women?" Spidey joked, avoiding a blade swing from a Slayer.

"Excuse me?" Elise glared at the jokester.

"It's a joke!" Spidey quipped, punching a faceless slayer.

Another slayer targets Elise and Spider-Man while the latter was busy with three other slayers. Spider-Woman suddenly showed up gliding from behind to drop kick it down then fires "Venom Blasts", shooting bio-electricity out of her hands to destroy the robots Peter was facing.

"Are these part of Cipher?" Spider-Woman asked him.

"Looks like it! They share the same tech as the cyber thugs! NOW they show up during our fun time instead at a boring conference." Spider-Man uppercuts another slayer before turning around to spot the actual human Cipher goons have arrived to cause havoc in the park, "Speaking of."

"Come out, little princess! Cipher wants to play!" A Cipher thug laughed, working with his fellow thugs scaring people out of the park with their weapons. Those same, mechanical weapons were suddenly whisked out of their hands thanks to Pyrrha's Semblance, giving Tails the chance to swoop in and knock them off their feet and hover in the air using his own Arm Blaster to attack human and robot goons on the ground.

Jaune defeats two more Cipher goons as he approaches Spider-Man and Elise, "Spidey, get the princess to a safe place! We'll deal with these guys!"

Spidey nods before turning to Elise, "Got it! Let's head to that castle!"

"Okay!" Elise agreed and hanged onto Spidey as he swings through the park to a safe location.

A Cyber Slayer fires a charged plasma shot at Jaune, who successfully blocks it with his shield. The cyber-bot lunge and strikes a downward blow Jaune again uses his shield to defend himself. The blond leader spins around before slicing off the handblade then stab straight through the bot's chest, destroying it.

"Can I see your ticket of admission please?" Nora joked, using her grenade launcher to blow away multiple thugs at once from a distance. She spots a few slayers dashing to strike, forcing her to roll away, swiftly switching to hammer mode, and leap back to smack the robots all the way to the roller coaster, standing on the platform before the ride itself crashed through them.

Ren combines quick leg strikes into a combo with his rapid-firing handguns to destroy a few slayers on his own. He slides under between one's legs and jumps to the air to continue firing on the back until it blows up. Just as he lands, he gets struck down by another slayer from behind.

"**Identifying: Lie Ren. Occupation: Student at Beacon Academy. Threat level: low. Recommendation: Eliminate." **The Slayer points its charged gun to kill Ren at point-blank range, but here comes Amy to the rescue to slam the machine into oblivion.

"You okay?!" Amy helped him up his feet.

"Yeah!" Ren replied he's fine.

"These guys don't give up! Is the princess secured, Spider-Man?" Spider-Woman asked while she's on the ground beating down all Cipher punks.

With Spider-Man, he web-swings himself and Elise to the top of Twinkle Castle where it's safe. "For now, yeah. This place looks to be safe enough." Peter replied, looking around to see there's no one that could harm them from up here. But to Elise, she quickly noticed the enemy have found them and targets Spider-Man from the back.

"Spider-Man, look out!" Elise yelled.

"Huh-?!" Just before Spidey could face his opponent, he gets dash-punched across the roof.

"AAAAAAH!" Elise screamed as if she's being kidnapped.

"Elise?!" Spidey gets back up to face the man who has the princess in his grasp, who turns out to be Hazel Rainart in his Cybernaut Armor, "You…"

"Greetings, Spider-Man. It has been a while." Hazel respectfully greeted the web warrior.

"You're Hazel Rainart. I thought you were in jail. And that armor? You work for Cipher now?" Spider-Man questioned the armored minion.

"To get revenge against Ozpin for the death of my sister, and the princess will serve as the key to that revenge." Hazel replied, still holding a vicious grudge against the Beacon headmaster for the death of his sister.

"Moron! Causing an international incident between two nations isn't going to bring her back! I know what it's like to lose someone, so I'm giving you this one chance to let go of the princess and surrender peacefully." Spidey glared at the armored Rainart.

"I have my orders. I doubt your pain is greater than mine." Hazel replied arrogantly, kinda ticking off Peter for being so egoistically in his own pain.

"You're about to experience an even greater pain if you don't release Elise right now!" Spidey quickly performs a Web-Strike to attack Hazel, but before he could, Hazel retreats to Twinkle Castle's cyberspace with Elise still in his grasp. "They escaped to Twinkle Castle's OS. I gotta stop him before he gets away with Elise!" Spidey activates his Digiwatch and follows Rainart into cyberspace to save Elise.

* * *

**Twinkle Castle's Cyberspace**

"LET! ME! GO!" Elise struggled to break free from Hazel's incredible grasp after they retreated into cyberspace.

"Forgive me, princess, but you are a necessary sacrifice to show the world how evil of a man Ozpin really is." Hazel replied, totally cool about to kill a princess of her own kingdom if it means hurting Ozpin in any way.

"You're the evil one here, Mr. Rainart, and I won't let you get away with this!" Elise managed to snuggle out a hand and touch her gem necklace, activating a protective barrier made from Iso-8 that's strong enough to free herself from his grasp.

Hazel grunts, "Iso-8?"

"I sometimes have dreams where I got kidnapped a whole lot, so I had my scientists create me this special necklace that forms an energy barrier, strong enough to protect myself from criminals like you." Elise explained, saying she's not as weak as she appears.

Hazel growls and begins to stand up, only for Spider-Man to suddenly appear bouncing off his head to meet with Elise. "Hey Elise. Surprised you managed to free yourself from that big lug." Peter joked.

"I'm not as defenseless as some proclaim." Elise smirked.

Hazel growls again, angrier than he was a second ago. "Two can play at this game." He scowls, taking out four unique Iso-8 crystals that have the symbols of a specific Wisp on each of them: Laser, Lightning, Spike, and Drill.

"Ah great. Someone's taking their Iso-Drugs again…" Spidey jokes, knowledgeable of Hazel's abilities from their previous encounters.

**BGM-Mega Man Starforce 2 OST-Wave Battle**

Four slots open up from his armor for Hazel to insert his Wisp Iso-8 crystals into to power himself up. His armor glows with the respective colors of his Iso-8, starting with the Ivory Lightning color. His muscles grow, his eyes shine with vengeance and rage, his voice becomes distorted to allow a vicious roar that forms shockwaves aimed at Spider-Man and Elise.

"Get to a safe place!" Spidey instructed Elise to hide somewhere so he could focus his attention to defeat Rainart. "Wanna play, hazelnut, let's play!" He taunts the powered up Cipher henchman.

"RRRAAAAAGH!" Hazel discharges a lightning blast from his mouth at Spider-Man but missed when he flipped away from the attack.

"Manners! Don't talk with your mouth full!" Spidey webbed his mouth, ready to Web-Strike his chest and punches his face a few times, but Hazel's Semblance renders the pain from his powerful punches mute. Switching Iso-powers, Hazel uses the Spike Wisp Iso-8 to create spikey gauntlet fists. He pulverizes Spider-Man with a fierce counterattack before using the Laser Iso-8 to fire a cyan beam blasting the hero away. Hazel leaps through the air, switching to Drill gauntlets using the Drill Iso-8, to hopefully drill through Spidey's skull.

"Not today!" Spidey leaped from his drill attack and activates his Cyber Web Wings to fly above his foe. "Ha ha! Can you pierce the heavens from down there?" Peter taunts. Hazel switches back to Laser Mode to turn himself into a cyan laser that follows Spidey in the air, who curses, "Ah crap-," before getting smashed by his Spike Fists that hurls him down, forming a crater upon impact.

Spidey sighs with an expressionless look while sitting in his crater, _'Remind myself who I'm up against? He has the strength of Mike Hagger. The endurance of a tank. And a Semblance that ignores pain. That's before injecting himself with Wisp-enhanced Iso-8.' _The spider spots Hazel coming down for round two, so he leaps away and blinds him with webbing, _'Despite all that, he's not invincible. Even HE has his limits. He has to concentrate while using his Semblance, especially when using alien Iso-8. I can use that to my advantage. Distract him long enough to let his guard down, then I hit him with everything he's got.'_

Just as Hazel ripped the webbing off his face, he got kneed in it by Spider-Man as he flips over him, "C'mon, Hazel, is that the best you could do?! Your sister would be disappointed!" Peter mocked him, taunting the big guy by bringing up his sister as part of his plan.

"You DARE mention her?!" Hazel shouts, charging at Spider-Man with a ferocious tackle.

"You brought her up first!" Spidey jumped over his tackle and web balled the back of his head to continue messing with him, "Whoa-ho! Man, predictable! For a big guy, you really are slow, both in the legs and the brain!"

"WHAT?!" Hazel fires a powerful laser beam that forces Spidey to jump above.

"Voice command: Concussive Blast! Full charge! Concentrated!" Spidey told his web-shooters to charge up and fire a concentrated powerful sonic blast straight to Hazel's face, stunning him out of him using his Semblance. "He's stunned! Now's my chance to use a little cyberspace magic!" Spidey lands and uses his Cyber Suit to create three holo-clones of himself confronting the stunned Rainart. "Give it up for the Cyber Crawler Assault!" Spider-Man and his clones assault him with a devastating flurry of punches that are powerful enough to break through his incredible defense and blow him back with a combined kick, "Never underestimate spider-strength!"

"GUH! I forgotten how strong you are for one so small." Hazel noted.

"Dude, I beaten the Juggernaut! I'm sure I can handle his wannabe cousin on a handicap!" Spidey mocked.

"You will SUFFER for mocking me!" Hazel shouts, using his Lightning Mode to summon multiple lightning strikes from the sky.

"I mock. I'm a mocker." Spidey quips while dodging the lightning with the help of afterimages. "Also a tugger, a yanker, and a swinger." He uses multiple weblines to yank Hazel into a flip-kick while charging up another Concussive Blast directly to the face, stunning him greatly. "Spider-Sting!" Peter uppercuts Hazel to the air with a webbed fist, then flies above him to entrap him within his Ultimate Web Throw, slamming him viciously.

"This has to be embarrassing. Getting beaten by the itsy bitsy spider? I'm sure OZPIN could kick your ass with his coffee mug." Spidey mocked again, increasing Hazel's rage higher and higher past his boiling point.

"I will KILL YOU! Kill HIM! Then kill EVERYONE you both care about!" Hazel yelled through his anger.

"You need to calm down, mister. I know a great spa to help you relax." Spidey quipped.

"RAAAAAAAAAAH!" Hazel screamed, combining Laser and Lightning into one multi-colored beam that carves a trench on the cyber-ground, almost enveloping Spidey if he didn't jump away in time.

"Wasn't expecting him to combine both Wisp powers? Is he angry enough yet?" Spidey joked as his Spider-Sense tingles to a laser tackle to the chest, followed by a head-grab that smashes him to the floor, "Think so…"

"Spider-Man!" Elise shouted from her hiding spot, watching Spidey who's in trouble. She sees him struggling to speak as Hazel chokes on his neck using one hand while forming a drill arm on the other. Tired of sitting in the sidelines and wanting to help the hero out, Elise takes off a shoe and throws it as hard as she could at Hazel, who didn't feel a thing except being greatly confused as he turns to Elise.

**BGM End**

"Did you throw a shoe at me?" Hazel casually asked the princess.

"It distracted you, didn't it?" Elise grinned.

**BGM-One Piece: Pirate Warriors 2 OST-Speed of Sound**

In that brief moment Hazel was left vulnerable and shocked, Spidey charged up a fist using repulsor webbing. As Hazel turns back to his pinned foe, his whole face eats Spidey's charged fist that completely sends him flying straight up. "Get ready! Maximum Spider!" Spidey chases the uppercutted Hazel with his Maximum Spider technique, beating him down with several flying, lightning-fast kicks through him while ensnaring him in a series of web for a final attack. "Sayonara, nutjob!" Spidey barrels down with a spinning, bone-crushing axe-kick onto Hazel's stomach to send him crashing to his defeat and large crater.

**BGM End**

"Spider-Man, you did it!" Elise runs up to congratulate the victorious spider.

"Yeah that was easy. Thanks for the assist back there." Spidey thanked the princess for his rescue. They both turn back to face Hazel on his knees, panting heavily while his armor is short-circuited and damage. "Game over. You lost, pal. Now be a good lug-nut and tell me who's your new boss." Peter interrogated Hazel for answers about Cipher. Hazel grunts like he was really going to give up information. His armor was still functional enough to zap out of cyberspace, completely untraceable by Spider-Man.

"He got away. I hate it when villains do that before I could get some answers. Ah well. He won't be a bother for a while at least. Let's get out of here." Spidey told Elise. He uses his new gadget called "Cyber Release", a small device he created that'll attach to someone and jack-out anyone from cyberspace, on Elise to send her back to the real world, with him using his Digiwatch to do it himself.

* * *

**Twinkle Island**

**BGM-Sonic Rush OST-Theme of After the Fight**

Spider-Man and Elise return to Twinkle Island to see the other heroes have already defeated the remaining Cipher thugs and robots in the area. "I see you guys are done." Spidey jokingly said to the others.

"And I see you managed to protect the princess. Good job." Spider-Woman replied.

"Hey guys!"

Calling them is Sonic the Hedgehog, who has arrived to meet with his friends at the park along with the police to arrest the Cipher thugs. "Look at all this action I missed. Makes me regret a bit I didn't join you guys guarding the princess." Sonic joked.

"If you did, the entire day would've been done already and there'd be no fun." Spidey quipped.

"There's always a party while I'm around." Sonic snarkly remarked.

"So you're Sonic the Hedgehog. I get the feeling I've met you before but I don't remember." Elise said to the hedgehog as she has faint memories of another time they first met, like during some sun festival at Soleanna.

"That's impossible. Everyone that's met me knows I'm unforgettable!" Sonic quipped.

"For multiple reasons, good or bad." Pyrrha joked, which got a chuckle from Amy.

"Anyways, thank you all for protecting me today. Now it's time I prepare for the conference party." Elise said, remembering the Solkarian Conference Party that's starting soon.

"Looks like we're running a bit late for that. That's the curse when hanging out with me, "Peter jokes, "Maybe it's a good thing you're here, Sonic. Care to give Elise a lift?"

"Already 10 steps ahead of you. Fasten your seatbelt!" Sonic quickly lifts up and holds onto Elise, boosting out of the park with a sense of Deja-vu to both of them, with the other heroes catching up to them.

**BGM End**

* * *

**The Next Day…** **Back at the Newark Liberty Airport**

**BGM-Sonic Rush OST-Theme of Blaze's Event**

After spending an entire day between hanging out with superheroes and diplomatic meetings, it's time for Princess Elise to head back home. But before she heads home on her private jet, she formally hands each her escorts, and Sonic who is with them, a gold medal attached to a blue ribbon with the eagle symbol embedded on them.

"This is for being excellent escorts during my stay in your city. Think of these medals as a friendship token to remind yourselves of the friendship we established." Elise told them while handing the last ribbon to Spider-Man.

"Why do you get one? You showed up at the last minute! You weren't even assigned for this assignment!" Nora glared at the blue hedgehog with his own Solkarian ribbon.

"True, but I did get her to that conference party on time, did I?" Sonic quipped.

Elise chuckles from the hedgehog's jokes before saying one last thing, "And as a bonus, as recommended from Spider-Man, I sent each of you a friend request on…Facebook, was it?"

"You got it right." Spidey quipped.

"We're friends with a princess on Facebook! That's never happened before! That's so awesome!" Nora remarked gleefully.

"Have you already forgotten about Lucina?" Jaune asked his eccentric friend, but it seems she didn't hear him.

"Take care, Elise. Try to visit New Vale once in a while when you're not too busy, and when cyber thugs aren't after your life." Spidey jokes, shaking hands with Elise.

Elise chuckles from his little joke, "I'm planning on it. You all gave me such a wonderful time that I'll never forget. Thank you." Before she leaves, Elise hugs Spider-Man, slightly surprising him, and gives a quick kiss to his cheek, surprising him even more that he got kissed by a princess. With that out of the way, Elise waves goodbye to her new friends as she boards her flight back to Solkaria, hoping that one day she'll return, not on a diplomatic visit, but to hangout like an ordinary girl with friends.

**BGM End**

* * *

**Cyber's Hidden Hideout**

**BGM-Sonic Forces OST-Null Space (Cutscene)**

Cyber watches from a hacked security feed of Princess Elise leaving the country on her jet. **"Once again, Spider-Man has interfered with my operations. Expected, but still annoying. Well, I hope he is ready, for the 'ultimate test' that I will soon unveil to him and his beloved city." **Cyber said ominously, silently watching as a screen switches to show an image of a MeteorTech robot factory built in New Vale City, hinting to his big plan.

**BGM End**

* * *

**KFX Here: WHEW! 36 pages! That's why this one took a while to finish. Was not expecting this chapter to go as long as it did, but it was necessary to add in some world-building to the Unified World. As I poked fun at multiple times in this chapter, the events of Sonic 06 never happened as they were erased from the timeline, so in this continuity, this is the first time Sonic and Elise met each other. Will we see Elise again? As of now, doubtful. Next chapter: Peter and Yang go on a double date with Harry and Weiss? The jokesters and the rich kids? This will no doubt end in disaster. A double date disaster. Should be a fun one.**

**Note: Spider-Woman (Jessica Drew) wears her new costume from the current comics starting this issue. Imagine the "Cyber Slayers" share the same design as the "Spider-Slayers" from the video game, Spider-Man: Shattered Dimensions, in the Carnage level.**

**Question of the chapter: How do you feel about Princess Elise as a character in this chapter compared to her appearance in Sonic 06?**


	11. Act 1 Issue 10: Double Date Disaster

**BGM-Marvel vs. Capcom Infinite OST-Theme of Spider-Man**

**Spider-Man: Look out! It's your Friendly Neighborhood Spider-Man! For an entire day, I was assigned being Princess Elise's bodyguard, the princess of Solkaria. Though she likes being a princess, she also likes being a normal girl. Boy, do I relate so much, especially when both your lives are threatened by Cipher and their new cyber-bots, and Hazel Rainart. We took care of them and Elise went back home safe and sound. But acting sovereign rulers? Cipher's getting more dangerous by the day.**

**BGM End**

* * *

_Act 1 Issue 10: Double Date Disaster_

**Peter's Apartment**

**BGM-Yu-Gi-Oh! GX OST-Everyday Life at the Academy**

"Oh no! This can't be happening! I'm about to die!"

Those were the surprising worried words spouting of Peter's mouth. Not from losing to a supervillain, mutant, god, or whatever super-powered creep one could think of. It's something much worse. Losing in an Avengers-themed fighting game against Harry Osborn, his best friend and CEO of Oscorp. The best buds spend their Friday afternoon after a stressful day of classes playing this fighting game, with Peter playing as Spider-Man, unsurprisingly, while Harry's playing as Deadpool, who is totally owning Peter's Spider-Man.

"Yes! Yes! Yes, yes, yes!" Harry said repeatedly, his virtual Deadpool assaulting Peter's character with multiple fast-punches before activating his Hyper Combo, Cuttin' Time.

"AAAAH! No, no, no, NO!" Peter shouts, watching in horror to see his Spider-Man get slashed into his defeat by Deadpool's mad dance-like auto combo sword attacks.

Harry chuckles from his victory, "You been 'POOLED!"

"Fine, I give. I bow before the mighty Harryinator." Peter smiled despite his loss. "Thanks for coming over, Harry. It's been a while since we hanged out together just the two of us. This week's been stressful. I had to turn in three science papers this morning while studying all week for a big exam after that. It didn't help I had to protect a Solkarian princess mid-way. I am SO looking forward spending the weekend lying on my bed."

"Happy to help, Pete. But instead of sleeping on your bed, how 'bout you go on a date with Yang during the weekend?" Harry recommended another means to relax for the weekend: A date night with his girlfriend.

"It's been a while since we went on one, and I did just get my Horizon Intern paycheck. Maybe I can take her to a decent restaurant this time." Peter remarked, liking the idea of a date night.

"Sign me and Weiss up. Perhaps we can make this a double date." Harry suggested.

"A double date? That's a first." Peter replied.

The boys turn their heads when they heard someone using a key to unlock the door to Peter's apartment. It's no one to worry about. It's just Yang walking in to stay for the weekend since she also owns the apartment with Peter, "HONEY, I'm home for the weekend again! Did you miss me?"

"We JUST talked this morning." Peter quipped as Yang wraps her arms around his neck with a flirtatious smile.

"Phone conversations don't count." She joked back, then notices Harry sitting beside her boyfriend and greets him, "Hey Har. What's up?"

"Not much. Me and Pete were wondering if you and Weiss were interested in a double date night tomorrow at a fancy restaurant in Speedy Highway." Harry told her about the planned date night.

"Do you have the money to pay for a fancy restaurant with your Xiao Long Princess?" Yang flirted with Peter.

"You're not jealous I hanged out with Elise?" Peter grinningly quipped.

"I know you were just helping her have fun, which is what I need from you right now, Wolf. Sure, Harry. Double date it is." Yang agreed to the date night.

"Great. I'll call Weiss if she's interested, though I do remember her saying she'll agree if you two could 'behave yourselves'." Harry referenced their small conversation after the Jackal Squad's raid on Oscorp a while back as he heads for the door.

"We will! She has NOTHING to worry about! I'm gonna pick out my clothes for tomorrow, but first, a shower." Yang heads for the bathroom.

"Okay." Peter replied casually.

"And you're gonna join me." Yang flirted to him.

"Better." Peter stood up and followed her to the showers while Harry grinningly rolls his eyes from their amusing antics as he walks out the door.

**BGM End**

* * *

**The next night…At Cyber's Hidden Hideout**

**BGM-Ultimate Spider-Man Game OST-Venom Suite 1**

Sounds of mechanical pincers clashing are heard sparking loudly inside an abandoned warehouse as two scorpion-like figures go at it blow-for-blow. One of them got pushed back even though he blocked the heavy attack with his gauntlets. That man, actually a faunus man, is Tyrian Callows, another former member of Salem's faction and the Masters of Evil. He is an insane scorpion faunus outfitted with his own Cybernaut Armor with the primary color brown with a white underskin, with vermilion optic lenses and a brown ponytail braided to resemble a scorpion's tail. His high-tech scorpion suit has pincers for each hand, two claws on each foot, and a long extensible tail, replacing his natural scorpion tail that was recently sliced off by a certain scarlet clone of Spider-Man.

Callows laughs madly as he taunts his foe who is also a scorpion, "Is that the best your suit's got, Gargan?!"

Mac Gargan, dangerously more known as Spider-Man's personal scorpion rival, the Scorpion. Gargan drops down confronting Callows in an improved, heavily-armed but still an incredibly fast Scorpion Suit that also functions as Cybernaut Armor created by Cipher (Resembles the Scorpion Suit from the comic story arc from _Superior Spider-Man_: No Escape).

"**I'm just warming up, Callows!" **Gargan fires an electrical blast from his tail at Callows. The scorpion faunus jumps into the air mockingly but quickly regrets it when Gargan lunged over and punched him straight out the warehouse and chased him out there. Callows uses his tail to smack him away before he could get another hit in, but Gargan wasn't gonna let that keep him down for even a second. Gargan roars and rushes to clash his pincers with Callow's, finding themselves equally-matched in speed and power.

"Oho! Not bad!" Callows complimented his counterpart.

"**Not bad yourself, but I'm still gonna win this!" **Gargan proclaimed.

**BGM End**

**BGM-Mega Man Battle Network 5 DS OST-Theme of Nebula**

"**Quit it! Both of you!" **The calm yet sinister metallic voice of the cloaked Cyber Mecha Spider-Man was enough to break up the scorpions' fight as he approaches his newest minions.

"Greetings, Lord Cyber." Tyrian respectfully bows before his new master.

"**What were you two doing?" **Cyber asked his associates about their small fight.

"**Just testing out the new armor Smythe gave us to find out which one of us is the best scorpion, which is obviously me!" **Gargan replied egotistically, thinking himself as the superior scorpion between the two.

"PffHA!" Callows laughed.

"**What's so funny?!" **Gargan retorts angrily.

"You think _you're _the better scorpion? It's quite obvious I'm the better of us!" Callows arrogantly points to himself, thinking he's the superior scorpion.

"**Bullshit! Haven't you read the news? I've been the city's most vicious and terrifying scorpion for YEARS!" **Gargan retorted.

"New Vale's only a year old if you meant your constant fails in New York! I've been a scorpion since the day I was BORN because I'm a faunus, while you're just a human who was genetically altered with scorpion DNA a few years back and trapped wearing that suit FOREVER!" Callows taunted, getting Gargan riled up with rage by the second.

Gargan growls and gets up close and personal staring Callows in the eyes with a threat, **"Say that again in front of my tail, you unstable ponytailed-!"**

"**ENOUGH!" **Cyber slightly raised his voice to shut them up, startling and scaring both scorpions with the glowing red eyes in the darkness of his hoodie. **"I need BOTH scorpions to cooperate for the tasks ahead of us! Do you remember why I recruited you two?" **He asked the scorpions.

"The promise to see the world burn." Callows maniacally and gleefully rubbed his hands together with a sadistic smile.

"**To get revenge against Spider-Man, Jameson, and everyone else who ruined me!" **Scorpion remarked.

"**Both promises will be granted if you work together to complete this next task I have for you." **Cyber projects a holo-screen from his hands of the blue Chaos Emerald and its location. **"I have located another Chaos Emerald in the city. Retrieve it for me."**

"You want us jewelry hunting? I was hoping for more of a challenge." Callows joked.

"**Should Spider-Man intervene, you will get your challenge. Use whatever method available to destroy him. He should be easy prey against the two of you. After all, scorpions are genetically superior to spiders." **Cyber ordered.

"**Got that right. Follow me, scorpio, and I'll show you how to properly kill a spider." **Gargan grinned evilly behind his armored helmet.

"I don't need your help for that. I've killed dozens of spider-based faunus." Callows bragged.

"**All weak compared to the wall-crawler, I imagine. I'll try to warn you in case he might punch out your jaw." **Gargan smirked, annoying Tyrian as the two scorpions head out into the city.

**BGM End**

* * *

**Speed Highway, New Vale City**

**BGM-Sonic Unleashed OST-Skyscraper Scamper Night**

It's double date night with Peter and Yang. Peter's dressed in a fancy black tuxedo while Yang's dressed in a gorgeous yellow dress with black trims. Instead of web-swinging through Speed Highway to meet up with Harry and Weiss at the restaurant, they decided to drive there like normal people, using a camouflage Spider-Mobile resembling a regular car. This was a very bad idea, as on the way through the highway, they got stuck in some very bad traffic.

"I knew we should've taken the web-swing route." Peter joked from the driver's seat as they barely moved in 10 minutes.

"You wanted to test the Spider-Mobile's new camouflage mode. Thought this would be the perfect opportunity." Yang replied, implying she was the one that suggested they take the Spider-Mobile for a spin.

"I know. Now I'm tempted to un-camouflage and jump to a free lane to get away from this traffic. This is why I prefer web-swinging. The only traffic in the air are birds, and the occasionally Vision." Peter joked.

"Why is there traffic? Last I checked, there wasn't going to be any traffic at this hour. What's up with that?" Yang asked, wondering what's the cause of this unusual traffic.

Her answer quickly came in the form of the Hulk crashing onto a nearby car on the freeway, semi-conscious. "Okaaay…Where did the Hulk come from?" She asked with a strange, confused look.

Her second answer came in the form of Hulk's gamma nemesis, the Abomination dropping onto another nearby car roaring at the gamma hero. "An Abomination. Now we know what's causing the traffic. Nice," Peter said sarcastically with a tired look, "We gotta stop them before they make us late and quite possibly get us killed."

Yang equips her gauntlets while Peter puts on his costume inside the car and the two head out to assist Hulk. Before Abomination could throw a car at his gamma nemesis, Yang distracts him with a couple of shots for Spidey to zip-kick him in the face before webbing it up and leap back to Hulk.

"Hulk! What are you doing?" Spider-Man asked his fellow avenger.

"Smashing." Hulk simply replied.

"We can see that! Can you two smash countries somewhere else? We're supposed to be on a date!" Yang scowled.

"Then stay out of my way. I got this." Hulk confronts Blonsky after he ripped the webbing off his fish-face looking face.

"Ooooh no! You two will just smash the highway and my car, and I do not have the time rebuild it! We're helping you out!" Spidey argued, with him and Yang standing beside Hulk confronting Abomination.

Hulk scoffs, "Fine."

"Bring it on, abominable Abomination!" Spidey and his powerhouse pals leaped in attacking the Abomination to defeat him as fast as they could so they can continue to their date.

**BGM End**

* * *

**With Harry and Weiss…**

**BGM-Sonic Unleashed OST-Windmill Isle Night**

The rich couple wait patiently outside of the "At Dawn" restaurant in Speedy Highway for Peter and Yang, unaware they are currently being held up fighting the Abomination. Harry's wearing a black tuxedo just like his best bud, while Weiss's dress is short and sleeveless colored white with pale blue rims. A car passes by while the young Osborn awkwardly checks his watch while the young Schnee has her arms crossed before letting out a tired sigh.

"What is taking those two so long? We didn't reserve a table and get dressed up to stand out here all night." Weiss calmly complained.

"Maybe they ran into traffic." Harry guessed, which isn't far from the truth actually.

"There's no reason for them driving. Just have Peter do his 'thwip thwip' thing and swing over here." Weiss remarked ironically.

"I'll dial him up and see what's up." Harry takes out his phone and gets ready to call his buddy, and while he's doing that, Weiss quickly notices two particular people blasted by fire into their direction at incredible speeds.

"DOWN!" Weiss pushes Harry down as they duck from the sudden Sonic the Hedgehog and the Human Torch crashing onto a parked car.

"Sonic and the Human Torch?! Where did you two come from?!" Weiss remarked, surprised at their sudden appearance.

Sonic rubs his aching head before noticing his attacker aiming another blast at the unexpecting couple. "MOVE, LOVEBIRDS!" The hedgehog speeds off and pushes the rich couple away from the incoming fire blast, allowing Torch to counter with his own fire blast and giving Sonic the chance to spin attack their enemy back a few feet, which happens to be Molten Man, a long-time fiery enemy of Spider-Man who used to go by the name Mark Raxton.

"Molten Man?! This can't be happening…" Weiss remarked, dismay Molten Man has shown up to ruin her date before it even began.

"This IS happenin'! Glad we met up with ya, Ice Queen. See, Molten Man stole some Iso-Fire Dust to power himself up and been causing a ruckus all night." Sonic explained the situation to her.

"Wanna help us cool him off?" Johnny Storm asked the Ice Queen.

"I dunno…We're supposed to be on a date with Peter and Yang at this restaurant-."

"MOVE!" Harry quickly tugged Weiss away from another fire blast from Molten Man, which almost hit the restaurant they were going to have their date in.

"Which won't HAPPEN if this guy burns it to the ground!" Weiss scowls, taking out Myrtenaster to assist Sonic and Human Torch against their common flame foe.

"I'm gonna go in and ask if they have a fire extinguisher. Have fun." Harry said a little awkwardly, walking inside the restaurant while his friends duke it out against Molten Man as far away from the restaurant as possible.

**BGM End**

* * *

**Back with Peter and Yang…**

"GWRAAAAAAAAAAAH!" That was the defeated scream of the Abomination after painfully receiving a double uppercut from both Hulk and Yang that knocks him all the way to an open highway Spider-Man comes to meet him there.

Spider-Man equips his "Concrete Webbing" that'll instantly dry and trap Blonsky in a large ball. "He won't be breaking out of that anytime soon. It's strong enough to stop you, big green." Peter jokes to the approaching Hulk with Yang by his side.

"Hmph. Doubt it." Hulk scoffed as he picks up the webbed-up Blonsky. "Thanks for the assist. I'll be taking Abomination. Want me to throw you two to your date or something?" He offered the joking couple.

"And ruin my dress further as I get thrown through a skyscraper?" Yang quipped. "Another time, Hulk. C'mon, Webs. Let's skedaddle before Weiss yells at us through the phone." She gestured her boyfriend back to the disguised Spider-Mobile and drive off in the now-free traffic highway while Hulk leaps with Abomination to take him to prison.

* * *

**Back with Harry and Weiss…**

**BGM-Sonic Forces OST-It's Good to See a Sonic**

"Get lost, burning man! I'm the only hotness this city could handle!" Human Torch chucks multiple fireballs at Molten Man on the streets. Though mostly ineffective because of his flaming body, they were strong enough to push him into position between Sonic and Weiss as they prepare to dose him off.

"Time to cool off!" Sonic kicks open a fire hydrant and angles it perfectly at Raxton. Weiss uses her rapier to surround herself in a barrier of water before firing a beam of water at the burning man as well.

"This won't stop me!" Molten Man remarked arrogantly as he's been blasted with cold water cooling him off. While he wasn't looking and too distracted thinking of a way to escape, Raxton got foamed by Harry from the back, who managed to find a fire extinguisher that was just enough to defeat Molten Man.

"Found the fire extinguisher." Harry joked.

"Glad we finished him with minimal damage." Weiss remarked, staring at the foamed Molten Man.

"We'll take foam man to prison so you two can enjoy your date." Sonic offered kindly.

"Thanks, Sonic. See ya later." Weiss smiled, waving a hand as she watches him and Torch heading out with Molten Man taking him to prison. At the same time, Peter and Yang finally made it and parked the disguised Spider-Mobile next to the restaurant.

"Hey guys." Peter greeted the rich couple.

"You're late." Weiss replied, spouting the first thing she thought of when she the jokesters finally made it.

"Sorry. We ran into hulk-like traffic. It was an abomination." Peter punned, which got an adorable giggle from Yang next to him. "We didn't keep you guys waiting too long, did we?"

"Nope. We managed to keep ourselves occupied." Harry replied.

"Why are you holding a fire extinguisher?" Yang pointed out the red container in Harry's hand.

"Not important." Weiss casually takes the container and throws it to a nearby alleyway that nearly hit a cat, scaring it, "We can discuss it when we're inside."

**BGM End**

**BGM-Sonic Unleashed OST-Empire City Night**

With the superhero distractions out of the way, hopefully for the rest of the night, Peter and Harry take their respective dates into the At Dawn restaurant to meet with the host of the joint, Stan Lee.

Harry greets the legendary host, "Hi, I'm Harry Osborn. This is Peter Parker. We're here to check in with our reservations."

"Let me see…" Stan Lee checks with his list to find their names, "Ah yes. Table for four. Reserved by Harry Osborn and Peter…Panker?"

Peter's face goes into an instant speechless frown when Stan Lee mispronounced his last name that got both Yang and Weiss into frantic giggle that almost burst into laughter. Harry jokes, "Yes. I'm Harry Osborn and this is Peter Panker! That's his name! Thank you, kind sir!" He then briefly turns to the still-stunned Peter, "_Never _dropping that by the way. May I take your order, Mr. Panker, please, by the bathroom…" He joked which actually got Peter giggling a bit.

The group walked to their reserved roundtable where the men politely helped their dates sit down first before they could and checked what they have on the menu. "Wow. Look what they have here. They all look so good." Weiss said, noticing that almost every dish looks good enough to eat twice.

"And pretty expensive," Peter quipped about the high prices to these meals, "I'm sure I can manage this."

"Have you chosen your orders?" A polite waiter came to ask them.

"Not yet." Peter replied.

"Take your time. I can wait. I am a waiter after all. And by chance, are you all interested entering our little raffle contest?" The waiter took out a large ticket roll to show them.

"Dunno. What's the prize?" Peter asked, curious.

"You have the chance to win three prizes: First prize is a specialized gift basket. Second prize is a $100 gift card to a mall of your choosing. And the third prize is a lovely blue emerald." The waiter gestures his hand to the desk with the three prizes, one in which is actually the blue Chaos Emerald that immediately got a surprised reaction from the group.

"HUH?!" Peter expressed in disbelief.

"That's a Chaos Emerald!" Yang remarked, surprised naturally that an all-powerful gem is the grand prize at the restaurant.

"Of all the places…This is the second one we found together." Weiss remarked, also a bit shocked they found another emerald.

"How many tickets can we buy again?" Harry was already in the process getting his wallet out for them to buy as many raffle tickets as they could for a chance to win that Chaos Emerald.

Besides freaking out there was a Chaos Emerald right there ready to be won by any of the dozens of customers in this fancy restaurant, the gang spent most of the night having a good time. They drank, non-alcohol of course. They ate. They laughed. Double date night went pretty swell. Then comes the moment they were waiting for: The raffle event.

**BGM End**

The gang shows off each of their tickets, hoping that one of them holds the magic ticket to win the Chaos Emerald. "Alright. We each have ourselves 20 tickets. Hopefully one of them will win us that emerald. If anyone else wins it, they become a target. We can't let that happen." Peter reminded them the consequences if they don't win that emerald.

"It's all luck-based, Peter." Weiss reminded him.

"I know, so let's hope we're really lucky." Peter replied, then notices Yang glaring at him and instantly figures out why, "I-I know about my Parker Luck. Don't stare at me like that."

**BGM-Sonic Adventure OST-And... Fish Hits**

And now the moment of truth. Host man, Stan Lee, steps up in front of the prizes to announce the winners of their prize. "Excelsior, everybody! It's time for that raffle event we promised you tonight! Let's not waste any more time! Let's get right into the drawing!" Lee reaches into a box filled with number balls that correlate with the numbers on the tickets. He ruffles them for a second until he picks one out and reads out the number and its respective winner, "0623991! You win the gift basket!"

"Ah yeah!" A mobian raccoon couple cheered and shares a hug for winning the gift basket.

Stan takes out another number ball and reads it out-loud, "0718013! You win the $100 gift card!"

"YES! I won the gift card!" Yang sprang up from her seat for winning the second prize.

"Not NEARLY as important as to winning that Chaos Emerald!" Weiss retorted, seeing the Chaos Emerald as the ultimate prize to win.

And lastly, Stan takes out the last number ball that'll win that lucky person the Chaos Emerald, "0810962! Come on down, lucky person! You just won a fancy Chaos Emerald!"

"Is that any of you?!" Weiss asked her friends while frantically looking through her tickets to see if she won it but actually didn't.

"Nope!" Harry answered.

"Nuh-uh!" Yang admitted she didn't win this time.

"Parker Luck strikes again!" Peter joked, losing the raffle game as well.

"Then who won it then?" Weiss asked.

**BGM End**

**BGM-Team Sonic Racing OST-System: Results**

"AH YEAH! I WON!"

Much to their great and utter shock that left them jaw-gaped, the winner of the Chaos Emerald was none other than Flash Thompson, former bully to Peter and his classmate at ESU, who was also in the restaurant on a date with Liz Allan. Flash grabbed the blue Chaos Emerald while Liz clapped happily for him, "Great job, Flash!"

"FLASH?! I didn't know he was here!" Harry remarked, totally surprise Flash was in the same restaurant with them.

"This can't be happening. This is a total disaster…" Weiss hid her face behind the palms of her hands, totally bewildered from this shocking news.

Peter has his head down from shock after learning his former bully won a Chaos Emerald, "Of ALL the people in this world, why does FLASH get a Chaos Emerald…?"

"We can't leave him with the emerald. Peter, he's your biggest fan. Suit up and bribe him or something." Yang suggested.

"Is that really necessary?" Peter replied with a deadpan face.

**BGM End**

Suddenly, his Spider-Sense tingles of imminent danger, "On second thought…"

**BGM-Sonic Adventure OST-Chaos Ver. 0, 2, 4**

A loud crack was heard from a nearby wall before quickly breaking apart by the combined strength of Scorpion and Tyrian Callows raiding the restaurant and scaring its customers. **"Where is it?" **Scorpion searched for the emerald that's in Flash's hand. A quick tail strike knocked the emerald out of his hand to his, **"The Chaos Emerald's ours! We got what we came for! Let's get outta here!" **

"Not before we take a few hostages in case the bug shows up!" Callows laughs as he stretches his tail to grab Flash and Liz and runs out with them along with Scorpion.

"Scorpion, and that other scorpion!" Peter scowled.

"Tyrian Callows I think his name was, and they kidnapped Flash and Liz! We have to save them!" Weiss noted.

"Flash has become less of a jerk in recent years, so I'm more inclined to save him! To the Spider-Mobile!" Peter ordered his little group out to his car to save Flash and Liz.

**BGM End**

* * *

**Speedy Highway**

**BGM-Sonic Generations OST-Speedy Highway (Modern)**

Callows throws tied up Flash and Liz into the back of their getaway truck with Gargan. "Let's book it to it!" Callows jumped on top of the truck where Gargan was waiting for him.

"**Go, GO! Before the cops show up!" **Gargan shouts at the Cipher goon driving the truck. The truck leads several other Cipher cars out to the crazy highways of Speed Highway to escape any trouble coming their way, but one of them is already on hot pursuit. It's Spider-Man chasing them down with Yang, Weiss, and Harry in the passenger seats of his disguised car. With a simple push of a button, the disguised car holographically transforms back to the futuristic-looking Spider-Mobile.

"Why does Spider-Man have a car?" Tyrian honestly asked, scratching his confused helmet why the web-slinger needs a car.

"**Who cares! Men, blow up his ride!" **Scorpion ordered his squad. Thugs pop out from the seats of their cars to fire at the dodgy Spider-Mobile.

"Good thinking we brought the car, huh?!" Yang told Spidey while she pops her head out the window to shoot her at nearby thug cars.

"To save my former bully and former crush after they won a gem of ultimate power? Yeah, I guess so!" Spidey quipped, using his car's built-in web-shooters to disable several leading cars to give him room to speed up and catch up with the scorpions' truck.

One of the thugs fired from his rocket launcher at the side of the Spider-Mobile and almost blasted it off the highway. "Easy, EASY!" Weiss shouted.

"I know, I KNOW!" Spidey shouted back. Few more rockets managed to blast his car off a ramp and to their impending doom. Everyone screams for their lives, but Spider-Man has a plan that'll save their lives, "Hold on! I'm pushing another button! Transform!" Another button was pushed to activate one of the Spider-Mobile's special features: The ability to transform into a fighter jet. The Spider-Mobile transforms with a more streamlined, triangular shape including flat, angled web-wings across each side of the vehicle and a nose cone with two turbine engines attached.

"YEEEEHAAAAAAW!" Spidey yelled in pure joy as the now-flying Spider-Mobile takes to the sky above the scorpions, both who are completely at a loss for words.

"**It can FLY?!" **Scorpion yelled.

"Weiss, take the wheel while me and Yang go down there and squash the scorpions while you and Harry free Flash and Liz from the back!" Spidey ordered the ice queen.

"I haven't learned how to drive a FLYING CAR!" Weiss yelled.

"Leave this to me! Oscorp has been testing out flying cars lately, and I am in the racing mood!" Harry offered to drive the flying car in Weiss' stead. Spidey and Yang jump out into free-fall to the truck. They avoid all the bullet-fire from the remaining Cipher cars and attack them from the distance until they slam directly onto the scorpions, with Spider-Man taking on THE Scorpion while Yang takes on the upgraded Tyrian Callows in a scorpion suit.

"Are you and Callows on a date night too? Did Cipher pay for your meal? How adorable." Spidey jokes while punching Gargan in his metal-armored face.

"**Nah, man! I'm killing you for free!" **Scorpion almost struck Peter with a tail strike.

"So who's the better scorpion out of the two of you: You or the one actually called Scorpion?" Yang jokes around also while clashing fist strikes against Tyrian's pincers.

"I am the ULTIMATE Scorpion! The SUPERIOR Scorpion! The sinister? Once I've killed you and the webhead, then it'll be no question who's the better scorpion around!" Tyrian smiled creepily, trying to poison tail jab Yang with numerous, rapid strikes to poison her and make it easier to kill her. He eventually does strike her with the poison but it did nothing. Reason for that is that Yang manage to block the strike with her vibranium arm. Grinning, Yang quickly grabs a shocked Tyrian's tail and slams him a couple of times before uppercutting him to the upper highway. Tyrian bounced off the side and lunged back down to tackle Yang, causing her to collide with Spidey while he was busy with Scorpion, knocking the two off the truck. Yang quickly grabs onto Spidey as he fires two weblines onto the back of the truck while running on the highway as best as he could to try and jump back up, not making it easy are the two scorpions firing acid blasts from their respective tails to keep them off the truck.

"Whoa! YIKES! Hey! AH!" The jokester couple humorously remarks while dodging the acid before Spidey managed to slingshot them back onto the truck to tackle the scorpions.

Meanwhile, Harry uses the flying Spider-Mobile's weapons to disable the remaining Cipher cars by web shooting them. He flies closer to the back of the truck to fire a webline and yank the backdoor open, revealing Flash and Liz trapped inside and a seven more Cipher thugs digitizing from cyberspace flying with jetpacks.

"They got jetpacks!" Harry shouts as Weiss jumps on top of the Spider-Mobile.

"Keep it steady!" Weiss orders him. The flying Cipher goons launch an assault on the car, forcing Weiss to block some of their attacks with her glyphs. She hops off one to kick one goon and hop off some more glyphs for a small aerial battle. With some assistance from Harry and the Spider-Mobile, Weiss defeats the flying thugs and bounces off one inside the truck to save Flash and Liz.

Weiss gently rips the tape off their mouths and freezes their chains to break them free. "You okay?" She asked them.

"We're fine! Thanks! Some date night." Liz replied.

"You can say that again." Weiss quipped.

"Harry, why are you driving Spider-Man's car? Can I drive it?" Flash asked the young Osborn.

"Not now, Flash! Get on!" Harry ordered him and the girls to hop back into the car.

Meanwhile on top of the truck, Spidey webs up Gargan and Callows for Yang to give them a brutal punch and a fierce roundhouse respectively. Callows growls and uppercuts Yang into the air with his tail to be followed by a laughing Gargan jumping up and punching her on top of Spider-Man. As the jokesters shake their head, they notice the Spider-Mobile rising up behind them.

"Hop on!" Weiss told them.

Peter and Yang turn back to the scorpions with a sinister-sounding chuckle. "That's all for tonight, folks!" Spidey joked. The jokesters hop back onto the Spider-Mobile as Harry fires a rocket that blows up the truck off the highway.

"AAAAAAAAAAAAH," The twin scorpions scream as the blue Chaos Emerald they had flew up into Spider-Man's web-grab. The truck crashed, and miraculously both scorpions and the thug driver survived the fall.

"The master's not gonna be pleased…" Callows groggily feared.

"**He's gonna blame you for this." **Gargan pinned their failure on his Remnant counterpart.

"Shut up, Gargan." Callows retorted before both scorpions used the function on their Cybernaut Scorpion Armor to escape into cyberspace. Their driver was still around and tried to escape on foot, but was comically webbed down by Spider-Man as he and his friends from the Spider-Mobile dropped down.

**BGM End**

**BGM-Sonic Rush OST-Theme of After the Fight**

"The scorpions skedaddled! I was hoping one of them stuck around to ask them a few questions how Cipher got a hold of them, or a hint who their leader is. I REALLY need to figure out what those guys are planning." Spidey remarked from the scorpions' escape.

"Seemed one of their plans is to collect the Chaos Emeralds. We have two right now, and from what we heard, Ozpin has one locked up in Beacon. Wonder why they want them?" Yang told Peter.

"Um, to gain enough power to take over the city? That shouldn't be a question." Spidey quipped. "Oh, by the way, Flash, you're okay we keep that emerald you won, right?"

"Huh? Oh, uh, sure, Spider-Man! If it's to help save the city! Be glad I won that for ya!" Flash replied, a bit awkwardly while talking to his favorite hero.

"Thanks, Thompson." Peter replied.

"I thought getting kidnapped by supervillains would end with high school. What a way to end a totally normal, date night." Liz shrugged.

"Oh yeah, that reminds me. Weren't three of you with Parker at that restaurant? Did you ditch him to ride with Spider-Man?" Flash asked, still completely unaware Peter is Spider-Man.

"Um, yeah, guess we kinda forgot about him. We should probably head back to pick him up and go home. Tonight has been…eventful." Harry replied awkwardly, insist keeping his best bud's secret a secret.

"Can you give us a lift back there?" Liz kindly asked with a smile at the webslinger, who she still harbors some crush on the costumed hero since high school.

"Sure? I guess I can do that." Spidey replied with a bit of awkwardness as well.

"I call shotgun!" Flash head back into the Spider-Mobile along with Liz.

Spidey sighs, "This night has been a bit of a disaster."

"Eh. We still had fun, right Weiss?" Yang smiled to the ice heiress.

"Ignoring all the craziness from the last few hours, yeah, I guess it was." Weiss replied with a small smile of her own.

"Wanna do something like this again?" Peter joked about another double date like the one they had tonight.

"Oh ho. Not for a long time." Weiss quipped as everyone hops in the Spider-Mobile drive out through the highway to end off a pretty good night.

**BGM End**

* * *

**KFX Here: Next time, it's the Act 1 finale! Cipher launches their biggest assault on the city yet! Cyber Mecha Spider-Man leads this operation that'll push Spider-Man to his limits! Guest-starring your favorite characters like Team RWBY, the Avengers, and Freedom Fighters! Also! The first appearance of a new villain originated from the comics that'll serve as the Act 1 "final boss"! Who is it? Any guesses? What is Cyber's big plan on the city? Have you been paying attention to the previous chapters? Look out for the Act 1 finale.**

**superjoeyf721: Calling Elise a badass is a complete overstatement. Like what Alexandria Prime said, Elise in the last chapter was more helpful and more capable of defending herself with her Iso-Barrier so she won't get kidnapped 20 times in a row.**

**HybridKing18: We already have a jackal working with Mecha Spider-Man. He likes to be called Captain Jackal. The ultimate mercenary. Maybe one day, Infinite. Don't know where you got the idea I would do a Dead No More adaptation because I kinda don't want to.**

**Question of the Chapter: Like I said before, who do you think will be the surprise final boss to Act 1 of this story? Just for fun, I'm asking. Hint: They're not a recent villain, not one Spider-Man fights so often but originated in a Spider-Man comic. **


	12. Act 1 Finale: The Ultimate Test

**BGM-Marvel vs. Capcom Infinite OST-Theme of Spider-Man**

**Spider-Man: Look out! It's your Friendly Neighborhood Spider-Man! Cipher recruited Scorpion and that Tyrian Callows guy to steal another Chaos Emerald that was a raffle prize at the restaurant I was on a date in. They took it, along with former pain in the butt, Flash Thompson, and Liz Allan, but we managed to rescue them and take back the emerald, but unfortunately the scorpion duo escaped. What plan does Cipher have involving the Chaos Emeralds? Everything's a mystery with those guys, but I'll solve it soon enough.**

**BGM End**

* * *

_Act 1 Finale: The Ultimate Test_

**Cyber's Computer Room**

**BGM-Mega Man Star Force 2 OST-Atmosphere of Unrest**

A bending continuous stream of pixelated red particles swiftly turns and moves around inside Cyber Mecha's computer room, and around the cloaked metal menace himself who is in control of this 'hard light projection stream'. From what it looks like, Cyber Mecha is testing himself how to properly manipulate cybernetic energy. He lowly chuckles as his right hand supercharges with electric cybernetic energy, then forms a holographic wrist stinger on the other, before finally surrounding himself in his red aura, now filled red, glitch-like pixel particles, **"Hmhmhmhmhm."**

Neo Metal Sonic calls from the screen via video chat to speak with his mecha ally, _'Mecha Spider-Man. What is your current status?'_

"**I have successfully completed multiple tests using Cipher and the Digitizer to fully grasp the powers of cyberspace." **Mecha answered, implying his recent operations on the city served as "tests" to understand cyberspace and its unique energy. **"I have successfully implemented its technology into me. Cybernetic energy. It works wonders with my new fusion reactor. The power of cyberspace is mine to manipulate in perfection."**

'_Should we move on to the next step?' _Metal asked, referring to another secret plot not-yet fully revealed.

"**Not yet. There's still the 'ultimate test' that is essential to perfect our plans. MeteorTech is the key," **Cyber pops up an image of a MeteorTech facility in New Vale City on screen for him and Metal to look at, **"It has everything I need to lay waste to this city."**

'_Acknowledged. Do you want me to divert the Avengers and Freedom Fighters from the city?' _Metal willingly asked to distract these bothersome superhero groups to leave New Vale vulnerable to Mecha's big plan.

"**No. I want to show them something **_**beautiful**_**. Everyone. Screaming. For mercy. To witness the full power of Cipher. To show them they're just puppets, tangled in…strings. Strings…" **Cyber replied darkly ominous.

**BGM End**

* * *

**MeteorTech New Vale Robot Factory**

**BGM-Mega Man Zero 3 OST-Curse of Vile**

Located in the Financial District is the New Vale City branch of a MeteorTech robot facility. Inside the large metallic factory, a male security guard relaxes behind his desk watching multiple security screens of any problems within the building. He's relaxing because he's not alone in this job. Several SCR-GPs, the white and black security robots built by MeteorTech, are guarding other areas of the factory, with three guarding the front entrance for anyone suspicious that might invade the building. Unfortunately, none of them were prepared for an infiltration from the cyberworld. Lightbulbs spark for unknown reasons as the security-bots get destroyed one by one. The security guard watching from his security room soon notices camera footage being disabled one after the other, as if someone was hacking them from within the computer.

"What the-AAAAAAAAH!" The guard screams as he gets electrocuted in the back by none other than Cyber Mecha Spider-Man himself. With security disabled, Cyber is allowed to traverse through the factory with no trouble at all.

'_MeteorTech used to be owned by Dr. Eggman until his failure with the Arks of the Cosmos. The leading security company in the world yet protected by primitive firewalls that didn't last a second against a superior power like mine.' _Cyber Mecha thought.

The metal webhead then found himself at the central terminal that controls the mass-produced SCR-GP. Hundreds of them, upgraded with Iso-shard as their power cores. All of them, capable of overwhelming a city, are seen beyond the glass window where Cyber could see them as plain as day.

"**Here they are. The SCR-GPs. Once upon a time, they were on a global rampage. Time to repeat that scenario but on a smaller, more effective objective. I will also put up a cyber barrier around the facility to prevent anyone from shutting them down. Beginning Operation: Axess!" **Cyber places his hand on the central terminal and uses his power of cyberspace to hack its systems to control the SCR-GPs. Immediately after, the robots in the MeteorTech facility activate, lightning up the red and blue lights on their shoulders as they all start marching out the factory and fly out to invade several parts of Manhattan with a single objective: Destroy New Vale City.

"**How will you solve this problem, Spider-Man? I'll be WAITING to find out." **Cyber Mecha plans to ominously wait in the factory to personally deal with the wall-crawler when he predictably shows up.

**BGM End**

* * *

**Horizon Labs**

**BGM-Mega Man Starforce OST-Science**

Max Modell opens the sliding door to his lab holding a sealed package of Antarctic Vibranium and walks in to see Peter and Debra working on their own unique projects. "How are my intern's special projects coming along?" Max asked his interns.

"Great Max. Check this out." Debra grabs a VR headset and puts it on as it creates a holographic visor in front of her eyes. "I call it the 'VR Holo-Scanner'. It has a variety of purposes: capable of using different types of vision, detect useful items, read heart beats, holographic scene reconstruction, and it even works as a gaming device."

"That last feature's not too uncommon." Peter quipped about the VR gaming capabilities which slightly annoyed Debra.

"The POINT is that it's a multi-functional vision device that, when perfected, doctors and police officers from around the world could use it to save millions of lives." Debra finished while glaring at Parker.

"Fascinating. I could see a lot of use for that. What about you, Peter?" Max asked his other intern.

"It's not as a fancy as Debra's VR gizmo. It's really just an app on my phone." Peter shows Max an app icon on his phone simply made up of the initials, 'DS'. "I call it the 'D-Sense', an app that'll let people help each other. The 'D' in the 'D-Sense' stands for 'doing' because life's about 'doing something' to help your fellow human beings, or faunus, mutant, mobian, you get the picture. Everybody who joins the D-Sense network is pledging they'll help people, and that they'll accept help in return."

"Not a bad idea, Peter. Not every invention needs to look 'high-tech' and 'holographic' to be revolutionary to society. Just as long as it's for a good cause." Max smiled, complimenting Peter's app invention.

Peter smiles, "That's what I'm all about: Helping people in more ways than one."

"By the way, Max, what's that in your hands?" Debra asked about the box her boss is holding.

"Oh, just another shipment of Antarctic Vibranium I ordered for future experiments. Anti-Metal found in the Savage Land. You two experimented with some, haven't you?" Max placed the box on a table.

"Yeah! That stuff's capable dissolving every metal known to man!" Debra replied.

'_And makes for very useful metal-dissolving web fluid and Spider-Tracers.' _Peter thought, having used Anti-Metal before for his web gadgets.

"You two can take some if you want." Max allowed his interns to have some Anti-Metal for their own purposes and experiments.

'_Awesome! Been a while since I made Anti-Metal Webbing.' _Peter said in his mind.

**BGM End**

**BGM-Ultimate Spider-Man OST-Throw Down**

Peter takes some Anti-Metal and puts them in his pockets for later use when suddenly his Spider-Sense flared up, _'Trouble? What is it this time?' _

The alarms blare red as the company's A.I. shouts, _'Security breach! MeteorTech robots raiding Horizon!' _before the lab door was blasted open by two SCR-GPs and fires on the Max and his interns.

"DEBRA, GET DOWN!" Peter tackles Debra down to avoid the laser blasts.

Max ran away from the lasers to slam his fist on a big red button attached to the wall, "Activating new security protocols!" Since the Beetle attack a few weeks ago, Horizon upgraded their defensive system with indoor lasers and other weapons that made instant mincemeat of the invading rouge robots.

"Is everyone okay?!" Max asked his interns.

"We're fine, but those robots! They looked familiar!" Peter somewhat recognizes the SCR-GPs from one of his adventures with Team Sonic involving the Arks of the Cosmos a while back.

"They're MeteorTech security droids! Why have they gone haywire?!" Debra asked, worried.

"Let's check the news!" Max turns on a flat holo-screen that tuned in to a live news feed of New Vale civilians running for their lives from an invading army of rouge MeteorTech robots.

"They're attacking the city!" Debra remarked, horribly surprised by the destruction the robots are causing. Peter grunts in anger from what he's seeing and wants to help out. He feels his Avengers ID card vibrating in his pocket, so it would seem the Avengers require his assistance solving this matter.

"You two stay here where it's safe. I'm positive the Avengers have this covered." Max advised his interns to stay in Horizon until the crisis is over.

Debra nods in agreement, "Okay. You got that Peter-," but just as she and Max turned around to face Peter, they notice he's long gone from the lab and possibly the building, "Peter? Where did he go this time?"

* * *

**With Team RWBY…**

"Can we go ONE day taking a leisurely stroll through the city WITHOUT suffering a robot attack?!" Weiss joked.

She and her teammates were in the city when MeteorTech robots attacked it on a citywide scale. People screaming, begging for mercy from the killer robots. Four of them curled into wheels approached Team RWBY before reverting back to their robot mode and took fire. Yang quickly counterattacked and destroyed them without breaking a sweat.

"Where are these robots coming from?!" Yang asked her friends.

"Over there!" Blake points to several Cipher goons also causing trouble in the city during this robot rampage. "Cipher! Something tells me they're behind this!"

"What's the plan, team leader?" Weiss asked Ruby as they take out their weapons.

"Fight our way through to rescue any civilian that's in trouble and get them to a safe place! I think Jaune and Velvet's teams are also in the city! I'm gonna call them!" Ruby ordered.

"What about Spider-Man and Sonic? I'm sure this isn't something three teams from Beacon could handle on our own." Blake asked about their superhero friends.

"Knowing those two, they're definitely on their way, especially Sonic. He hates it when he's left out of the fun." Ruby quipped as the four Huntresses-in-training go into action to protect the city from this robot attack.

* * *

**On the Sky Patrol with the Freedom Fighters…**

"…And that's how I know the 'lovely' Madam Breezie." Sonic just finished telling a story of one of his early adventures to his teammates, the Freedom Fighters, about his first encounter with the sinister, yet flirty double-agent, Breezie the Hedgehog.

Tails shivers from reminiscing that terrible adventure because it involved his kidnapping by Eggman, "Grr…It STILL makes me mad! She was working with Eggman from the beginning!"

"I still hate that story about her." Amy acting as the jealous type with her arms crossed.

"Relax – This was LONG ago. Besides, I still have a BUCKET load of stories to tell, especially the ones that go: 'Hey guys! Wanna hear about the time I got played for a chump?! Derp!" Sonic said while sounding like a deranged coocoo with his tongue sticking out that got a laugh from his teammates.

"I am thinking I would enjoy zose stories." Antoine smirked.

Bunnie chuckles while telling her husband, "Shush! Be nice!"

"Another time, perhaps." Sally smirked while the small hologram form of Nicole from her handheld chuckles. Nicole instantly stops laughing when she and everyone else hears the alarms blaring red of some big trouble happening somewhere in the world.

"Did the Sky Patrol find that funny too?" Sonic joked.

"Nicole, what's going on?!" Sally asked the AI.

"_A large swarm of MeteorTech robots are attacking New Vale City!" _Nicole quickly projects a holo-screen of New Vale under attack from the rouge security robots.

Sonic quickly stood up from his seat and remarks, "MeteorTech again?! Did Eggman find another gravity space rock?"

"_No! It doesn't look like Eggman's behind this. Reports are coming in Cipher is also on the move attacking police stations!" _Nicole informed them of Cipher's presence as well.

"Are those the cyber criminals that attacked Princess Elise?" Rotor asked Tails and Amy, both who were Elise's bodyguards at the time when Cipher attacked them.

"Yeah! And considering they're criminals that can attack from cyberspace, I bet good money they're behind this attack as well!" Tails replied.

"How far are we from New Vale? We need to hurry and provide assistance!" Sally asked the lynx AI.

"_ETA: 10 minutes! The Avengers should hold them off until we get there!" _Nicole replied.

"Great." Sally remarked.

Sonic stomps his foot on the roundtable and points his finger outward saying, "Let's move it to it! Time I get to have a crack against Cipher!

**BGM End**

* * *

**Manhattan, New Vale City**

**BGM-Ultimate Spider-Man Game OST-Spidey's Rhino Beatdown**

Suited up, Spider-Man swings above the robot-invaded city to meet up with the Avengers to deal with this sudden crisis, "The city's overrun! Why are MeteorTech's robots attacking? Thought they were under 'new, non-evil management'. This might have to do something with Cipher. Whatever's going on, I gotta stop this, but first I need to meet up with Cap and the other Avengers."

The other Avengers present: Captain America, Iron Man, Hulk, Thor, Hawkeye, Black Widow, Spider-Woman, Falcon, and Captain Marvel are all protecting Midtown from the rouge robots. Captain America shield smashes one SCR-GP to the ground and bashes an approaching one before ricocheting his shield on several other robots until Spider-Man showed up on a car behind him.

"Cap, your Friendly Neighborhood Spider-Man's here to clean up the neighborhood of robot junkies and cyber bullies!" Spidey assisted the Avengers by webbing up several rouge robots.

"Thanks for the assist, Spider-Man! These things are everywhere! We gotta destroy these robots before they take the city!" Cap blocked a laser blast from a SCR-GP.

"Right on it! Just wish I brought my Extreme Gear with me! That's how I dealt with them before by showing off my mad skills on a hoverboard!" Spidey bounced off a droid to web-slam it and two more into pieces.

"Cap! Got word the Upper West Side police station is pinned down with Cipher goons and request urgent backup! Other precincts are under siege but Beacon Huntsmen showed up to assist in each area!" Black Widow informed the captain of Cipher's ploy while striking down more robots with her electric batons.

"They're trying to cut off support! Spider-Man, can you swing over to the Upper West Side and help those officers?!" Cap struck down another few robots.

"Already there! Keep a few active for me to destroy until I come back!" Spidey spun a webline to swing on over to the Upper West Side Police Station. Along the way, he notices other heroes and huntsmen dealing with the robot attack in their own way. Team JNPR's getting civilians to safety. Team CFVY protecting the Midtown police station from Cipher goons, and the now-arriving Sky Patrol dropping off the Freedom Fighters to destroy as many robots as possible. "I see the Freedom Fighters have arrived. With all these heroes and huntsmen together, Cipher doesn't stand a chance! Don't know why they even bothered with this big attack anyways." Spidey remarked.

The amazing webhead fights his way through the city, destroying more robots and saving lives while also having some time to make a joke as he swings on over to the Upper West Side police station, where officers are pinned down by Cipher trying to take control of the precinct. "Don't worry, officers. You're safe. Why? Because I am here." Spidey joked as he landed next to the station and, to his surprise, notices Team RWBY is already here and doing an admirable job taking on Cipher thugs from controlling the precinct. "Oh! Team RWBY! Didn't see you girls! Need a hand?" He asked them.

"We're a little busy, Spidey!" Weiss forms an ice wave to freeze a line of Cipher punks.

"We got this one! Get your own police station!" Yang joked while shotgun-punching a Cyber Slayer into pieces.

"We appreciate the help at least!" Blake vaulted over a cyber thug before striking him down to prevent him hurting more civilians and officers.

"While we're busy here, maybe you can stop the source of the robots!" Ruby used her Semblance to blitz and slash several cyber goons.

"FINE! Leave me with this big mess to clean up while you girls take it easy!" Spidey quipped before web-swinging back to the air, seeing how Team RWBY got that police station handled. "Ruby's right. If I want to stop the source of the problem, then that means head to the MeteorTech facility in the city and shut them down from there!" Peter calls up Cap through his ear comm and informs him of his plan, "Cap! Team RWBY got the Upper West Side covered! I'm heading to MeteorTech to shut down the robots!"

'_Acknowledged. I'll send Iron Man to assist you.' _Cap replied as Spider-Man has already arrived at the Financial District, the area where the MeteorTech robot facility is located.

"I'm sure I got this. I've dealt with MeteorTech before. They have nothing to surprise me with-." Peter quipped, not spotting the blue cybernetic energy barrier that surrounds the whole facility until it was too late, "AAAAAAOOW!" and slammed right on it and gets electrified by the energy before face-planting to the ground like a rock.

"Okay, that's new…Anyone care to tell me what it is?" Spidey asked, a bit weakly as he slowly stands up.

"**A cyberspace-powered energy barrier." **An arriving Iron Man answered to Peter.

"Hey. I was waiting for you." Peter joked.

"**Not what you said a second ago."** Tony quipped. **"According to my scans, this 'cyber shield' is almost impenetrable to break through since it's tied to cyberspace. I'm thinking of different methods now how to disable it so we can get inside." **

"I have one. You said it's tied to cyberspace, right? Just let me jack-in through the shield with my Digiwatch and I'll disable it and the central computer commanding these robots. I've dealt with rouge robots from MeteorTech before, ya know. I'm familiar with their systems." Spidey asked to allow himself to travel through cyberspace alone to shut down the robots.

"**Alright. Just be careful." **Tony allowed the webhead to go along with his plan.

"What? You think I'm reckless?" Spidey quipped as he activates his Digiwatch to jack into cyberspace.

"**Is that something to be answered?" **Tony remarked.

"Probably not. This shouldn't take long." Spidey joked back before fully being teleported into the cyberworld.

**BGM End**

* * *

**MeteorTech's Cyberspace**

Spider-Man successfully transported into MeteorTech's online servers equipped with his Cyber Suit, "I'm in."

'_What do you see?' _Tony asked.

Peter looks on ahead to see several firewalls have been demolished throughout the system, "Firewalls are down. That means someone infiltrated MeteorTech through cyberspace. I'm gonna find the central terminal access point, but first…" Pete takes out the Anti-Metal he acquired from Horizon Labs before left to his hero thing, "Let me install some Anti-Metal into my web-shooters. Might come in handy." Since Spidey's now a computer program, he can easily install Anti-Metal into his web-shooters by simply placing it on top of his gadgets and watch them 'download' into his shooters, instant conversion into Anti-Metal Web Fluid. "I love cyberspace." He said before swinging through MeteorTech's servers.

'_Managing to hack into one of the world's top security companies and control their robots is an impressive feat, and perhaps a little frightening. Cipher, man, they know we're too reliant on computers and technology to function an everyday life. Without it, civilization as we know it will come to a complete halt and crash like an online gaming server.' _Peter thought in his own mind while swinging pass through the destroyed firewalls, and then notices something else down before, or someone else actually, _'Huh? Who is that?'_

**BGM-Mega Man Zero 3 OST-Exiled One – Omega**

Spider-Man spotted him. The cloaked mastermind behind these cyber attacks. Cyber, also known as Mecha Spider-Man, but he doesn't know that yet, stands calm and patient before the portal that leads out to the central computer that controls the robots.

"Are you the repair man or the destroy man of these firewalls?" Spidey jokingly greeted the cloaked machine. Cyber doesn't reply to his childish banter. He just stands there, continuing to glare at his hated foe with his glowing red eyes that Peter takes attention to, "Wait a second. Red eyes…a cloaked figure in red…YOU…You're the one who attacked Team JNPR the other day, and assisted the Lizard! Tell me: Who are you?"

"**I have no strings but now I'm free. I have no strings on me." **Cyber quoted a Pinocchio song to give a subtle hint of his true identity.

"What?" Spidey has no idea what he's talking about and is just left confused.

"**I am the new Kingpin of Crime. The superior Big Man of New Vale City. I am…Cyber." **Cyber Mecha finally introduced, or technically re-introduced himself, to Spider-Man.

"Cyber? I take it you're also the leader of Cipher?" Spidey asked.

"**I will not reveal more answers to you. You have earned the right to learn my identity." **Cyber replied, acting calm and very collected.

"Well I'm just gonna trust my gut that you are their leader. You've been causing me a lot of trouble lately, sending Beetle to steal from Horizon. Hiring Jackals against Oscorp and science professors. Not to mention almost causing an international incident by wanting to kill a princess. Now you've hacked MeteorTech and sending their robots to attack the city. What's the big idea, huh?" Spidey asked about Cyber's true goals.

"**I believe I have already told you I will not answer any more questions. But, I will assist you completing a test I have ready for you." **Cyber replied a bit spookily.

**BGM End**

**BGM-Mega Man Zero 3 OST-Omega Battle**

Cyber charges up an energy beam and fires it so fast Spidey couldn't dodge it in time and took a direct hit. The cloaked menace doesn't give the webhead a chance to catch his breath as he teleports to his left and delivers a kick to the arm and a quick barrage of punches. Peter tries to counter, but Cyber warped to his other side with a fierce rush of holographic blade strikes before telekinetically pushing him away.

'_This guy's pretty good. He's not like the others I fought in cyberspace.' _Spidey thought. He made a mighty leap towards Cyber with a strong right hook, but his foe swiftly and smoothly moved away from his attack through a stream of afterimages, _'He's fast, and strong. Incredible. He knows what he's doing while in cyberspace. From what I could scan, he's using technology from the Digitizer to give him full access to any cyberspace power he could think of.' _

"**Is that your best?" **Cyber taunts as he charges his left arm with yellow energy, then shoots a dozen energy sphere attacks down towards Spidey, making it difficult for him to dodge perfectly, **"Here in cyberspace, my power is absolute. The power of cyberspace is mine to command."**

"Oh yeah? Think you're the only one?" Spidey quipped, using cyberspace to his advantage to activate his cyber web wings to fly for a tackle on Cyber, then sprouts four mechanical spider-arms on his back to rush him with before forming a large web wrecking ball to smack him away, "How was that?!"

"**Hmph." **Cyber scoffed from his weak attacks, remaining almost undamaged. In the air, he morphs his arms into twin busters to spray the field with machine-gun fire that forces Spidey to hide behind a web shield. This gave Cyber a chance to use one of his stronger moves, "Earth Breaker", charging his arm with intense electrified energy and descend suddenly on top of Spidey, smiting him and his shield with an overhead-slamming arm strike that demolishes the hero's shield and slammed Peter into a large crater.

"This guy wants to give me a workout. Wouldn't it be better to send me a link to InShape?" Spidey joked from beneath the hovering Cyber Mecha, who's not even using his full power and is simply toying with Spider-Man, with that last attack acting as a taste of the power he wields in cyberspace.

**BGM End**

* * *

**Back in Manhattan…**

**BGM-Sonic Forces OST-A Hero Falls**

Outside the Natural History Museum, civilians were quick to hide inside when a horde of SCR-GP bots attempt to assault them. Thankfully, Teams RWBY, JNPR, and CFVY stood their ground to protect the museum against the robots and destroyed any one that dared crossing inside. Ruby fought proudly against the horde, but more keeps coming to back the other up. Soon, the Beacon students found themselves surrounded by several dozens of these walking scrap heap and Cipher thugs, but they were more than ready to continue fighting until the end.

"HAH!" Boosting to the scene, Sonic showed up to assist them with several homing attacks against the threats, then comes Sally slashing with her Ring-Blades, Bunnie firing her lasers, Falcon throwing his hard-light wing blades, and finally Captain Marvel blowing up the rest with her cosmic power.

"Are you alright?" Sonic asked the Beacon gang.

"Yeah. Thanks, Sonic! Cut it a bit too close, though…" Ruby joked with a smile.

"Stuff like this happens all the time, right?" Sonic quipped to lighten the mood.

"Good job protecting the civilians. This robot attack should be done soon. Spider-Man's already in cyberspace to shut them down." Captain Marvel told the students.

"Spider-Man?" Velvet remarked with a shocked face Spider-Man's on the case.

"Taking a bit long, isn't he?" Ren remarked.

"You think Web-Man be done by now." Bunnie said.

"Something must be keeping him busy." Falcon believed.

'_You're right. An unknown being in cyberspace is holding off Spider-Man to the central terminal. It's power readings are quite extraordinary.' _Nicole informed from within her handheld.

"That means he's in trouble, but none of us has that fancy cyber watch to jack-in." Sonic said, thinking Peter needs help.

"Wish we had Dr. Ellidy's own Digitizer with us. But Nicole, perhaps you could help him?" Sally asked Nicole if she could travel through cyberspace to help out Spider-Man.

'_Understood. Heading to his location as we speak.' _Nicole said, already speeding off through cyberspace to assist Spider-Man.

**BGM End**

* * *

**Back in MeteorTech's Cyberspace**

**BGM-Sonic Battle OST-Phi Battle (Touhou/Remastered Arr.)**

"**You have adapted to cyberspace pretty well. Impressive, but not too surprising." **Cyber compliments Spidey's ability to use cyberspace to help him in this intense battle with him, as evident with Spider-Man enhancing his wrist stingers to make them slightly larger and glow blue to work as dual-blades to block Cyber's downward red-glowing sword strike.

"You hold me to some pretty high standards. I'm flattered." Spidey joked while struggling to break free from this sword struggle. He managed to do so by activating his cyber jet-boots to back away and fire an energy blast assault from his spider-arms. Cyber easily warps through his barrage and appears up close to brutally knee Peter in the chest that makes him cough out blood before violently elbowing his back to pin him to the ground.

Cyber briefly teleports out of his reach to charge up another Earth Breaker, **"Time to give you another taste of my full power." **Cyber descends suddenly once again and would've really brought the hurt on Spider-Man if the miraculous appearance of Nicole the Holo-Lynx didn't block the attack with her pink pitchfork-like weapon.

"Nicole?!" Spidey remarked by Nicole's surprise appearance.

"Got your back, Spidey!" Nicole fires a digital energy blast that knocks back Cyber away from them.

"**The Freedom Fighters' sentient AI. Not surprising they would send you to his aid." **Cyber said, remarkably unsurprised by Nicole's appearance, almost like he was expecting it.

"I don't know who you are, but your evil plot ends here. Release control of MeteorTech's robots now or we're gonna get rough." Nicole threatened to strike Cyber with her weapon.

"Better listen to her. Nicole knows about cyberspace better than anyone, so she's pretty powerful here. Best give up!" Spidey told the cloaked figure.

"**Perhaps I will take my leave." **Cyber surprisingly sounds like he's giving up, much to the heroes' shock and confusion.

"Wait, what?" Spidey remarked but before he could ask him what he means, Cyber teleported out of the system, "He's gone!"

**BGM End**

"He jacked-out of the server." Nicole noticed.

"Weird. It didn't seem like he was giving it his all. What's he planning?" Peter questioned.

"We'll figure it out later. But this is our chance to free the system from his virus. I'll assist you from this end and repair the firewalls while also trying to bring down that cyber barrier. You'll return to the real world and hack into the central computer to shut down the robots." Nicole suggested to the webhead.

Spidey gives out a thumbs up, "Roger. Let's work together to finish this," before running out to the teleporter pad to exit out into MeteorTech's central terminal while Nicole stays in cyberspace to repair the damage done to the server.

* * *

**MeteorTech Robot Factory**

**BGM-Mega Man ZX OST-Fate - Deep-Seated Grudge (Tunes Ver.)**

Cyber Mecha appears deep within the MeteorTech facility where the lights in the area appear defunct and barely lit up while standing before a top-secret door. **"Not yet, Spider-Man. The test is not over, but pray you will survive it." **Cyber hacks the control lock to open the door and walk inside the large chamber with nothing but three fairly standard Sentinels, mutant-hunting abominations that was Cyber's true interest. **"This is what I was truly interested. MeteorTech was secretly tasked to create security Sentinel models for SHIELD. Only three prototypes were developed before the project was shut down. I will be the one to complete the project, but to MY alterations."**

Cyber lets out a sinister chuckle as he thrust his right hand at the three Sentinel prototypes. His hand glows red as three cyberspace portals open beneath the giant robots and digitize them into bits and data. He fuses the portals into one that causes the whole facility to shake as something even bigger emerges from the portal using three hands.

* * *

**MeteorTech's Central Terminal**

Meanwhile several floors above, Spider-Man is seen hacking the central terminal to shut down the robots attacking the city, "Almost done. Give me a few more seconds."

'_Better hurry. I'm picking up a strange energy reading connected to cyberspace.' _Nicole informed the hero as he inputs the last sequence.

"There, but something's wrong. That didn't shut down the robots. The command was transferred to another server, and it seems to be activating." Spidey noticed before suddenly his Spider-Sense blares like crazy. "Whoa! What did I just pick up?! My head is blaring! And it's saying something is…rising?" He noted as the entire facility begins shaking like crazy.

'_Something rising to your location! I've disabled the cyber barrier! Get out of there!' _Nicole shouted.

"On it!" Spidey hurried out of the building as the floor starts collapsing. He swing-kicks out the door and lands on the ground as something breaks through the roof of the MeteorTech factory. Something huge. Looking about 60-foot-tall. It's three Sentinels merged together through the use of cyberspace by Cyber that has three faces on its head and three pairs of arms on this metal monstrosity.

**BGM End**

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-Theme of Sentinel**

"Holy shit…" Spider-Man was absolutely shocked to be confronted by a giant three-faced Sentinel staring at the small.

"**SYSTEMS CHECK COMPLETED. UNIT ONLINE AND FUNCTIONING. REPROGRAMED PRIME DIRECTIVE OPERATIONAL. DESTROY SPIDER-MAN AND NEW VALE CITY." **The merged Sentinel said, firing an energy beam Spider-Man was able to avoid but instead it blasted through several buildings.

"What the hell is this thing?! A Sentinel with three faces?! A Tri-Sentinel?! What was it doing in MeteorTech?! This has to be Cyber's doing!" Spidey asked several questions while dodging several of its energy beams.

'_Yes. He merged three Sentinels through cyberspace to create this Tri-Sentinel. It's the new master command of the SCR-GPs. If you destroy it, the robots will shut down with it.' _Nicole analyzed.

"How do I even BEGIN fighting this thing?" Spidey asked, swinging over more laser fire.

'_Perhaps call in a little help.' _Captain America's voice suddenly joined the chat.

"Cap!" Spidey remarked.

'_Is that a Sentinel? I never seen one like that before.' _Blake entered the chat as well.

Sonic whistles through the comms, _'That's a pretty big bot you're fighting, Webs. Want us to tag in?'_

'_I don't think that's a good idea.' _Nicole said otherwise.

'_What do you mean, Nicole?' _Sally asked.

'_I've analyzed the Sentinel, and if anyone but Spider-Man interferes, it will activate the self-destruct program of itself and the other robots that'll form an explosion big enough to destroy Manhattan!' _Nicole informed the heroes listening in, which was kinda shocking to hear.

'_What?! Webhead has to fight that thing alone or else the city's toast?!' _Hawkeye remarked.

'_And if he doesn't win, the city's toast anyways. That's sinisterly smart.' _Pyrrha remarked.

'_Sorry, Webs, looks like you're on your own for this one, but we'll be rooting for ya.' _Sonic said to cheer on the webster.

"Thanks. I'll see what I could do against a six-armed, three-faced merged mutant-killing monstrosity that was a pain in the butt when it was just ONE!" Spidey quipped, firing web-bullets to the faces.

'_Meaning this will be easy, right?' _Yang joked.

Tri-Sentinel activates its jet boots to fly towards the swinging web-slinger as it charges up, **"CHARGE. PLASMA STORM," **generating a powerful sphere of electricity to shock Spider-Man.

"THAT'S VERY WRONG!" Spidey quipped back at Yang as he swings over the Plasma Storm and web-strikes to one of the faces. _'Maybe I can destroy this thing from the inside, but it's armor's too thick. Maybe my Anti-Metal Webbing could weaken it for a chance to slide in.' _Spidey equips his Anti-Metal webbing to weaken and rot one of the faces of the Tri-Sentinel, then once weakened enough, he goes ham against with a barrage of fists and web-hammers to break a hole open. "Now's my chance before it could repair itself!" Spidey web-slingshot himself into the open face-hole inside the giant robot, passing by numerous wires until he reached one of its power reactors. _'A reactor. Time to make a mess of it.' _Spidey punches it and destroys it. He web-zipped out of the mech in time before the explosion could catch him. With one of its reactors destroyed, the Tri-Sentinel is weaker and slower but still strong enough to be a challenge for Spider-Man.

"That's one reactor down. Gotta destroy the others." Spidey told himself.

"**SELF-REPAIRS HAVE BEGUN. ACTIVATING TRIPLE ROCKET PUNCH!" **Tri-Sentinel launches three fists at the webhead.

"Move it, Spidey, move it!" Spidey jumped over the extended arms and runs along one, ducking and jumping over the other fists homed to his body.

"**HYPER SENTINEL FORCE! DESTROY!" **Tri-Sentinel summons 9 Mini-Sentinels from its body and sends them in 3 waves aimed at the spider.

"As if one Sentinel wasn't bad enough! It's sending its babies to kill me!" Spidey keeps joking while swing-dodging and webbing up the Mini-Sentinels approaching.

'_C'mon, webhead! We going at it!' _Captain Marvel cheered on for the web-slinger as he zipped to another face of the gigantic triple-face threat. Spidey weakens it with more Anti-Metal webbing and barrages the second face with attacks before web-striking inside and destroying the second reactor, further weakening the Tri-Sentinel.

"**POWER LEVEL DECREASING. CHARGING UP ENERGY FROM REMAINING REACTOR. GOING INTO CRITICAL MODE." **Tri-Sentinel's body turns a frightening red as its overheating itself.

'_Better hurry, Spidey! That thing looks like it's ready to blow!' _Tails told the webhead.

"Make my job harder, huh?!" Spidey joked. Running out of time, the web-slinger zips through the air avoiding its energy blasts to strike the remaining head. Tri-Sentinel saw through his tactic and projected an energy shield to protect itself from Spidey's kick, "An energy barrier! Of _course _it has one!" Spidey's joke and blocked attack left him open to its rocket punches and beams that blasts him straight into an office building inside a skyscraper.

'_Spider-Man, are you alright?!' _Ruby worriedly asked her big bro.

"Ugh…Just peachy…" As Spidey groans, shakes his head and tries to get up from being blasted into a skyscraper, Tri-Sentinel prepares another one of its powerful attacks.

"**CRUSH! HARD DRIVE!" **Tri-Sentinel creates a pyramid-shaped forcefield around its body and proceeds to ram towards the building Spidey was blasted into assisted by several Mini-Sentinels.

"Aaaaah CRUD …!" Spider-Man timed his next maneuver just right or he was toast. He just barely jumped over the forcefield as it destroys the building and latched onto its back as it rams through more buildings in the city.

"I've had enough fun for today! Time to end this!" Spidey uses his anti-metal webbing on its back to dissolve into a hole and sneak inside the mech again, finding himself at the central reactor of the Tri-Sentinel. "Let's hear how an Anti-Metal Web Blossom sounds, hey tin can?" Spidey jumps up above the reactor and launch Anti-Metal webbing-like attacks all around himself in a spinning attack, using the Antarctic Vibranium webbing to slowly dissolve the Tri-Sentinel from within. "Here comes a spectacular finish!" Spidey destroyed the remaining reactor with a Web-Strike, finally defeating the Tri-Sentinel for good.

"**LOSING POWER. SYSTEMS JAMMED. SELF-REPAIRS DISABLED. CAN'T FUNCTION. CAN'T…FUNCTION…" **The Tri-Sentinel begins blowing up from within. As it begins to blow itself up, the rouge MeteorTech robots attacking the city all safely shut down simultaneously, saving the city from their attack.

Unfortunately, while the Tri-Sentinel is defeated, it's about to crash down into the city, with its explosion still capable enough to kill thousands. Thankfully though, Captain Marvel, Iron Man, and Thor work together to stop the Tri-Sentinel before it crashes, with some additional assistance from Pyrrha, who pushes her magnetic Semblance to the limit it gives her a headache, but it was enough for them to stop the crash. At the same time, Bunnie flies inside to rescue Spider-Man.

"Grab hold, Web-Man!" Bunnie offers him a hand to take so they could fly out together. The three Avengers managed to lift the robot and throw it straight to the ocean for it to safely blow up beneath the sea, thus saving New Vale City from the robot attack.

**BGM End**

**BGM-Sonic Rush OST-Theme of After the Fight**

"You okay, webster?" Bunnie asked the webhead as she lands them on a sidewalk after the fight.

"Yeah. Thanks for the save. Next time I'll leave the Sentinel fighting to the X-Men." Spidey joked.

"Spider-Man, you did it! You saved the city!" Ruby's happy voice can be heard as Team RWBY, Team JNPR, Team CFVY, the Freedom Fighters, and the Avengers on sight of the battle approached the web-slinger for an amazing victory.

"Good work, solider. Once you destroyed that Sentinel, the other robots fell shortly after." Captain America praised the webhead.

"Nice one, Spidey! That was a spectacular display!" Sonic gave his bro a victorious thumb up.

"Guys, I'm suffering from all this praise, which is only being balanced out I didn't catch the guy who started this mess." Spidey replied, wishing he caught Cipher's leader during that fight in cyberspace.

"**And who is our mystery baddy this week that needs a beating?" **Iron Man jokingly asked.

"He called himself 'Cyber'. He said he's the next 'Kingpin of Crime'. I believe he's the leader behind Cipher." Spidey answered.

Sally projects a holo-image from her handheld of the cloaked Cyber to show the united heroes who is their newest enemy, "This is the image Nicole took when she confronted this 'Cyber' in cyberspace. There's no known data about him. He's a complete mystery."

"He must be the same guy who ambushed us in the sewers." Nora remarked, remembering that Team JNPR, albeit unknowingly, confronted Cyber during their chase for the Lizard weeks ago.

"This guy's trying to be the new Kingpin? He certainly been doing a good job leaving an impression lately." Blake remarked.

"Was hacking MeteorTech and unleashing an army of robots plus a Tri-Sentinel his big plan?" Rotor asked the webhead.

"Maybe one of them. Cipher has been trying to find Chaos Emeralds, and he seems like the type of villain who has multiple master plans in case the other one fails. This fight is far from over." Spider-Man replied, thinking Cyber is not done yet.

"Then we'll just keep fighting until it's over! Simple as that. If this attack was a sign what they're capable of, then there's nothing to worry about!" Sonic smiled, giving Spidey a bro-fist as he is confident they could handle anything Cipher throws at them.

"Yeah! We faced worse! And we'll be more ready for them next time!" Spidey smiled behind his mask, having nothing to fear from Cipher.

**BGM End**

**BGM-Sonic Heroes OST-Disquieting Shadow**

Right as the heroes are, this fight is far from over. Deep below the river next to the Hudson River, pieces of the Tri-Sentinel still remain but are completely worthless. Except for one, however. The disembodied head of the Tri-Sentinel melts into a red liquid and reforms into Cyber Mecha Spider-Man, who somehow merged with the Tri-Sentinel before assaulting Spider-Man, **"Spider-Man data…The Other data…successfully copied. Phase 1 complete…"**

"**Now beginning Phase 2."**

'_Now beginning Phase 2.'_

Both Cyber Mecha Spider-Man, and Neo Metal Sonic through his comms, said in terrifyingly unison, as the full-scale attack on New Vale City was all just a ploy to copy Spider-Man's bio-data, as well as the data of Ero, the Great Spider-Totem that bonded and sleeps within the web warrior. And with the 'ultimate test' done, it's time for the metal villains to begin the next stage of their master plan.

**BGM End**

* * *

**KFX Here: So the full-scale attack on New Vale City, which involved an army of MeteorTech robots, AND a Tri-Sentinel (if you read the comics), getting the attention of the Avengers, Freedom Fighters, and several Beacon Academy Huntsmen, was all just a ploy for Mecha Spider-Man to copy Spider-Man's data, as well as The Other. This is only the beginning, folks. **

**Act 1 is complete. While I haven't begun writing the outline for Act 2 yet, I will try to have the Freedom Fighters and Neo Metal Sonic to have more focus in it. What will Act 2 be about? Can't say much but things will get more serious next time. Like something similar to a…Battle of Beacon? Possibly. Not confirmed. Don't hold your breath.**

**Guest: Don't know where you got the idea I was gonna introduce Ben Reilly. **

**Alexandria Prime: Don't expect Agent Venom to appear anytime soon.**

**XenoSlayer983: Not sure if I said this before, but Harry will NEVER become a superhero in this series, much less being a D-Avenger. He's already a useful supporting character with his position as CEO of Oscorp.**

**Brawl Brain 22: Never played Project X Zone so don't expect a story like that happening anytime soon.**

**Question of the Chapter: What are your thoughts on Act 1 of this story as a whole? Your favorite moments?**


	13. Act 2 Issue 1: Deciphering Cipher

**BGM-Sonic Adventure 2 OST-SA2 in the Groove**

**Spider-Man: Look out! It's your Friendly Neighborhood Spider-Man! Cipher has gotten serious! They hacked the MeteorTech robots and sent them loose on the city as well as a giant Tri-Sentinel. It took the Avengers, Freedom Fighters, and students from Beacon to stop this mess, a mess that was caused by Cipher's leader, Cyber. I get the feeling this isn't the worst Cyber's capable of. I gotta find out who he is and stop him before he brings about another disaster. Fighting that guy…Have I met him before?**

**BGM End**

* * *

_Act 2 Issue 1: Deciphering Cipher_

**Cyber's Secret Hideout**

**BGM-Sonic Forces OST-The Phantom Ruby~Evil Deed**

One week has passed since Cipher's hijacked MeteorTech robots unleashed havoc on New Vale City. Thanks to the Avengers and their allies, they stopped them and saved the city, but that wasn't the last they'll hear from Cipher. Since the MeteorTech incident, Cipher has grown in strength and numbers. They've become a more active force afterward, spreading terror and fear across the city, both from the real world and the digital world thanks to their cyber technology. Their true goal is a mystery, just like their cloaked boss, Cyber. Unbeknownst to everyone, Cyber is really an upgraded Mecha Spider-Man, the robot clone of the Amazing Spider-Man that's gone rouge to perform his own goals of revenge and world domination.

Cyber sits patiently in his secret computer room, thinking. Pondering to himself about recent, present, and future events in his mind, _'I am Cyber Mecha Spider-Man. I am Dr. Octopus' greatest creation. I am Spider-Man – PERFECTED. For months, I have been building my own criminal empire, Cipher. Thanks to my successful operations in New Vale City, I have established myself as the new Kingpin of Crime. But this is just a minor achievement of a much bigger plan I'm cooperating with my partner, Neo Metal Sonic. Phase 1 of our ultimate goal was a success. We are in the early process of completing Phase 2. Unbeknownst to the "heroes", they will soon bring the "keys" we need to unlock our "ascension". We…have WON!'_

Popping up on video chat is Neo Metal Sonic wanting to discuss their mutual goal, starting with some minor bad news, _'I was unsuccessful locating Grimadoom's location. I presume he is off-world.'_

"**A minor inconvenience which can easily be made up. You still possess the Avengers' bio-data when they arrived during the UN attack?" **Cyber asked, referring to when Neo Metal, disguised as Eggman, attacked the United Nations alongside Hydra a few weeks back, which was only stopped thanks to the combined might of the Freedom Fighters and the Avengers.

'_Affirmative. I was unfortunate though to record Sonic's bio-data during the event, and I still need to bait Shadow for his own.' _Metal replied.

"**Leave Shadow to me and I'll send you his data." **Cyber will kindly take care of Shadow the Hedgehog when the time is right.

'_Acknowledged. What is the current status on your end?' _Metal asked him.

"**I only possess Spider-Man's data. I'm close to formulating a plan to acquire the other spiders'." **Cyber answered.

'_Does that include Salem and her symbiote?' _Metal asked, since Salem counts as a 'spider' from being bonded with a symbiote that has Spider-Man's powers and recorded DNA.

"**A 'worthless relic' compared to the spider-entity that's bonded to Spider-Man, The Other. I require more 'modern' spiders to evolve." **Cyber replied, having no use for Salem's data.

'_You will find them. In the meantime, I will collect Sonic's data and retrieve the remaining Chaos Emeralds. I should be close locating one soon.' _Metal remarked.

"**Once everything is in order, the world will succumb to our superior power…All shall bow before us!" **Cyber clenched his left fist as his eyes glow a sinister red.

**BGM End**

* * *

**That night in Manhattan**

**BGM-Ultimate Spider-Man Game OST-Spidey Skychase**

"Got your back, Espio!" Spidey web-strike a thug that almost shot the ninja chameleon, Espio.

"Thanks for the assist." Espio replied while throwing a ninja star at another thug.

It's the evening in New Vale as Spider-Man found himself working together with one of the best detectives in town, The Chaotix, on a mission shutting down a criminal operation in a factory led by the hard-headed Maggia boss, Hammerhead. Though outnumbered by his men, Spider-Man and the Chaotix were quick to remind them numbers aren't everything as they go ham against them and Hammerhead himself.

"We should hang out like this more often." Spidey lightly jokes, leaping through gunfire to elbow-tackle a Hammerhead goon.

"Yeah! I love fighting crime bosses with you!" Charmy Bee said happily, casually flying away from multiple gunfire down below.

"Ya freaks are gettin' on my last nerve!" A scowling Hammerhead uses his trusty Tommy guns and fires on Vector the Crocodile, who avoids them to get the chance to punch the gangster in the face and then get smacked away from his cybernetically-enhanced skull made of Adamantium.

"Ow! Never knew Hammerhead was such a hardhead!" Vector remarked, rubbing his muzzle.

Spidey then swings in with a knee to Hammerhead's face while joking, "I sometimes call him a knucklehead, but I guess that's reserved for our resident knucklehead." He bounced off Hammerhead to hide behind crates from his guns next to Vector, "Thanks for calling me about his little operation here. Been too caught up investigating Cipher's case."

"Us too. That's what lead us to Hammerhead. We got intel he's connected to Cipher." Vector replied, before being forced to jump out from their hiding spot thanks to Hammerhead's gun-firing and laughter.

"In what way?" Spidey asked, webbing up Hammerhead's guns and mouth to shut him up.

Vector punches Hammerhead again as he answers, "That's what we're here to find out. Since Cipher popped up, people have been reporting depleted checking accounts, delayed packages, unexpected computer failures, anything internet-related and asked us to investigate. We called you since you're more familiar with Hammerhead and has the fancy watch to enter the internet."

"Can I have the watch to enter the internet?" Charmy asked innocently.

"When you're older!" Vector retorted while knocking out two Maggia goons at once.

"What do you mean by that-?" Charmy asked while tackling Hammerhead's head with his stinger, forgetting his head is literary indestructible that it got bent, "Owwww! What is that thing made of?!"

"Indestructible Adamantium, which you are definitely not, bee!" Hammerhead goes charging headfirst towards the stunned bee until Spidey web-grabbed his head from behind.

"Same to rest of ya, flatbrain!" Peter yanked Hammerhead to get uppercutted from the stomach by Vector, trashing him to the air to get axe-kicked by Espio, and finally spin-kicked by Spider-Man pinned to the wall with his webbing while the rest of his men are already down for the count.

**BGM End**

"Ughhhhh…" Hammerhead weakly groaned before his punishers, Spider-Man and the Chaotix.

Spidey casually pats his head to stop him from falling unconscious just yet, "No nappy time yet, Hammy. What's your connection with Cipher before we take you to bed inside a prison cell?"

"You mean you haven't noticed? They been gettin' a little popular since their big robot attack on the city a few days ago. Gangs like the Apocalypse, Arsenic Candy, and Dragon Tails are joining them, and they're just the start. Even my gang is part of their crew. Their numbers are growin' by the day." Hammerhead revealed most of the city's gang factions are now under the control of Cipher ever since the MeteorTech incident.

"And what about their leader? Cyber?" Spidey asked about Cipher's mysterious boss.

"Don't know anything about 'im, but I can tell he's not one you should continue messin' with. He's got eyes and ears all over the web." Hammerhead answered, truthfully not knowing much about Cyber.

"Not this one." Spidey webs up his mouth, shutting up the crime boss. "Using the internet to gain popularity points. If this guy turns out to be Screwball, I'm gonna be mad." He joked.

"He's not. Trust me. We sacrificed our sanity to learn THAT." Vector said with a deadpan stare, implying the Chaotix interrogated the extremely annoying Screwball that even Charmy has a hard time liking.

"Cyber's taken control of the criminal underworld and is doing it at a remarkable rate. He truly is becoming the next Kingpin, possibly more dangerous than the last one." Espio noted.

"At least he's more in-fit than Fisk. Thanks for inviting me here tonight, fellas. I'm gonna go hit the hay and continue my own investigation tomorrow." Spidey said as he walks away from the Chaotix.

"Sure. We'll have Jessica Jones hit you up if she learns anything herself. We've been partnered-up together solving this Cipher case." Vector told Peter about Jessica Jones who he's familiar with. The superhuman sole member and owner of Alias Investigations, a detective agency similar to the Chaotix's headquartered in Manhattan.

"I'd like that. I'll talk to her in the morning. See ya." Spidey said goodbye to the Chaotix before swinging home to sleep for the night.

* * *

**The Next Day…At an ESU Library**

**BGM-Mega Man Battle Network 5 DS OST-Home Town**

"Hammerhead's working with Cipher?" Mary Jane whispered to Peter as the two friends study together in the on-campus library discussing recent events that's all about Cipher and their cyber business.

"Not just him. Basically every gang Wilson Fisk used to own are part of their control now. Their little stunt with MeteorTech really left an impression all over the East Coast." Peter whispered back so no one else but just these two could hear.

"No kidding. Some people are too afraid logging into their computers with the worry it might get hacked." MJ replied lowly.

"This Cyber is putting cyber-bullying to the next level. He knows people can't function without technology or the internet. People like Tony Stark would go stir-crazy from the thought alone. There's something about that guy…I dunno. There's more to him than meets the eye I guess. The way he talked. The way he fought me. It's all suspicious. A bit hard to explain since I have no clue what he looks like." Peter remarks his current feelings with Cyber, getting the vague sense he's someone he's met before.

"Have any leads?" MJ asked.

"Not much. Me, Team RWBY, the Chaotix, and Jessica Jones are currently investigating what's their next big move, and how we can stop it." Peter replied. A second after he said that, he receives a text message from Yang about new information related to Cipher, "Seems that Yang and Blake got something. I'll see ya soon, MJ." Peter stood up from his seat and packed his books.

"Stay safe, tiger." MJ wished him the best as she watches him walk off out the library.

**BGM End**

* * *

**Hell's Kitchen**

**BGM-Team Sonic Racing OST-Narrative Cue: Peaceful**

Yang is seen driving her Bumblebee II Extreme Gear in its motor-bike mode on the rough streets of Hell's Kitchen alongside Blake riding her futuristic hoverboard, Silent Shadow. Like some others, they have been searching for answers about Cipher all week and might've found a lead. The huntress partners park next to a sidewalk in walking distance of their destination: a restaurant.

"You sure we'll find answers there?" Blake asked her partner, unsure about the restaurant.

"Positive. Don't underestimate Daily Bugle's top junior reporter." Yang replied as she takes off her sunglasses.

"Hiya, bumblebee." A sudden Spider-Man appeared before the girls upside down from his web.

"You talking about my bike or me and Blake?" Yang grinned from his little joke since her and Blake's tag-team name/team attack is called "Bumblebee".

"I don't get 'bumble' or 'bee' from little miss black kitten." Spidey joked about Blake.

"Would you prefer 'Bad Luck Bee'?" Blake dryly quipped.

Yang innocently claps with agreement to it while Spidey replies, "Oooh. I like that tag-team name." He jumps down from his web to get into business, "Okay, whatcha got for me?"

"A little tip from Ben Urich and some _harmless_ interrogation to Junior led us to this restaurant in Hell's Kitchen." Yang points to the restaurant that seems to belong to a criminal organization. "You know Lil' Miss Malachite?" She asked him about the gangster, who is the leader of her own gang that follows a spider theme.

"Little Miss Muffet?" Spidey joked, implying he has confronted this Lil' Miss Malachite at least once before.

"Same thing. According to Junior, some of Cipher's first men came from her little 'spider-web', but at most this is a rumor." Yang finished, with her little investigation led them to Miss Malachite's restaurant.

"Interesting. Let's pay her a visit." Spidey recommended.

**BGM End**

Spider-Man, Blake, and Yang then walks into the restaurant to find Lil' Miss Malachite. They fearlessly walk past her goons bearing the tattoo of a spiderweb. Recognizing the heroes, the 'Spiders' gives them a suspicious glare as they continue walking to the back of the restaurant. There they walk up to Lil' Miss Malachite herself and her two bodyguards. Lil' Miss is a heavy-set middle-aged woman with light skin and short blonde hair kept in a bob haircut, bearing a spider tattooed on her left shoulder and wearing a white and purple dress. The crime boss notices Spider-Man and the huntresses just as she was about to have her meal.

Lil' Miss gives a creepy smile at Spider-Man, "If it isn't my _favorite_ spider. I knew one day you'll come swinging to me. Now what do I owe the pleasure meeting face-to-face with New Vale's greatest hero?"

"Some answers and a promise you'll go on a diet for the next several weeks." Spidey quipped. That little insult about her weight got the attention of the whole restaurant, with all her gang members pointing their weapons at the spider and his friends.

"Wow. You attract more bad attention than I do." Yang casually joked.

"Why is it you always have to be disrespectful, son? That little attitude could get yourself _killed_." Lil' Miss grinned evilly to the webhead.

"Do we have to waste 30 seconds on these guys?" Blake asked, not seeing the goons as big threats.

"Let's cut it down to five." Spidey gets his webbing ready to perform one of his special moves, "Web-Blizzard". He simply charges up his Aura into his webbing and, in a lightning-fast motion too hard to see, sprays it around and causes it to explode and scatter, subduing all of Lil' Miss's goons, including her two bodyguards, into an unconscious webbed mess.

"That was four seconds." Blake smirked.

"I'm more amazing than I thought." Spidey quipped.

**BGM-Mega Man Starforce 2 OST-Atmosphere of Unrest**

Though all her men were taken out in a webbed storm, Lil' Miss was left impressed and congratulates the web-slinger, "Nicely done. You've matured into a fine spider, web-slinger. Y'know, I still have that opening available if you're interested.

"Sorry. I've always been a 'loner' type of spider, and I hear the pay is criminal." Spidey quipped, implying Lil's Miss once offered him to join The Spiders but declined for obvious reasons.

"Your loss. So, what brings you to my little club? You said you're looking for answers?" Lil' Miss asked the heroes.

"What do you know about Cyber and his gang? We heard rumors some of his men first came from yours." Spidey asked her.

"I don't know anything about this 'Cyber', but a few months ago I was approached by a man in a cloak, a cloak so red just like his eyes and nothing else." Lil' Miss answered.

"Sounds like him alright. What did he want from you?" Peter asked.

"Wanted to talk business. Bought out half my men for his starter club and left me a multi-billionaire. In an instant. Just like that. He didn't move his finger or nothin'. He just stood there staring at me while I checked my Scroll that money was pouring into my account. It was like magic or something…" She said, giving the heroes the idea Cyber hacked into national banks to transfer money to her to buy some of her men. "Then after those robots trashed the city, all the spiders are part of his business, just like the other gangs. It was surprising. What took some like Fisk years to reach took him couple of months to become the next Big Man."

"Why did Cyber come to you? What makes your little gang so special?" Yang asked the gangster as she wants to know why someone as powerful as Cyber came to her for her men.

"Never said, but I like to think he sees the potential we spiders have. We're strong. Feared. Don't you agree, Mr. Daily Bugle's favorite menace?" Lil' Miss asked Spider-Man, who narrows his eyes at her as she continues, "I used to be afraid of spiders, but I realized the worlds needs spiders. Made the spiders work for me. You, Spider-Man, are the pinnacle of spider-potential, and the cloaked man knows how useful that power is. He got eyes similar to yours but more cold, and quite scary-looking I might add." She said, subtly giving hints of Cyber's true identity.

Tired of her crazy nonsense, Spidey shrugs and jokes, "Sheesh. Are you trying to sound like a professional grandma or just very good at it? Whatever. We got our answers. For cooperating, we'll not call the police on you, but do anything after this, I'll show you what a spider's truly capable of."

"Looking forward to it, wall-crawler." Lil' Miss smiled creepily.

"In the meantime, you can entertain yourself watching your men dissolve from the webbing for the next hour or so." Spidey joked as he walks outside the restaurant with Blake and Yang.

"So Cyber somehow hacked into banks to buy out her men to be the first members of Cipher." Blake summarized everything they learned from their interrogation with Lil's Miss Malachite.

"I still don't get why Cyber went to her first for men, unless he missed the yard sale on wannabe gangsters?" Yang wondered, confused why someone like Cyber bought men from The Spiders in the first place.

"Probably doesn't matter much now since he owns her and the majority of the city's gangs." Peter remarked. His phone rings as he checks it's from Jessica Jones, "Hold up. Jessica's calling."

"Drew or Jones?" Yang asked.

"Jones." Peter answered before answering the call via Bluetooth, "Jessica, find anything?"

'_Yeah. Got a tip that Cipher is moving on the Fisk construction site in midtown. Your friend, Knuckles is with me. Meet us there.' _Jessica informed the spider.

"Got it. I'll swing by and meet you guys." Peter hanged up before looking back at Blake and Yang, "Got another lead. Wanna come?"

"Nah. We'll keeping searching for clues on our end." Yang declined them joining Spider-Man on his next mission.

"Understood. Keep me posted when you find something." Spidey said.

"Right." Blake nodded, then watches the web-slinger swing to Midtown.

**BGM End**

* * *

**Midtown**

**BGM-Marvel's Spider-Man (PS4) OST-Straw, Meet Camel Mission Music Theme 1**

Jessica Jones is a former superhero who became the owner, and sole employee, of Alias Investigations, a detective agency. She got super-strength and is really skilled in hand-to-hand combat. She wears a leather black jacket and blue pants. And happens to be the wife to Luke Cage, a hero for hire. She's seen standing next to Knuckles the Echidna, Wakanda Island's guardian, standing on a building next to a Fisk construction site.

The detective and guardian turn around when they noticed Spider-Man about to land next to them, "Knuckles, hey, thanks for visiting."

"Thought I dropped by to check up on you guys. Heard there's been a lot of action in the city lately." Knuckles smiled.

"You have no idea. Jessica, what did you learn?" Peter asked the superhuman detective.

"Before you got here, we saw Cipher moving in on Fisk's territory, killing his men in that construction site." Jessica points to the tall unfinished building next to them.

"Guessing you want to be the next Kingpin, you gotta control everything your predecessors own, and eliminate his men that disagree. Let's get a closer look what they're doing." Spider-Man said that the other two agree.

The three heroes jumped to the construction site quietly so they won't alert any cyber goons. They saw a Cipher thug kill one of Fisk's goons and kicked him next to the other several dead bodies. Spider-Man crouches on a steel bar to stealthy web up some cyber thugs into submission. Jessica quietly drops down behind a walking Cipher to sweep-kick him off his feet and kick him down while making sure she didn't make any noise. Knuckles glides over a Cyber Slayer that almost spotted him and silently smashes through its chest, shutting it down.

**BGM End**

**BGM-Marvel's Spider-Man (PS4) OST-Straw, Meet Camel Mission Music Theme 2**

Once the goons in the area were taken down, the three moved on to the next area, where one scared Fisk goon is ganged up by six Cipher thugs. "You got what you came for. You don't need to kill us too!" The Fisk thug pleaded scarily before getting bloodied in the head by a Cipher thug.

"Fisk's territory is ours now." The Cipher thug proclaimed as he prepares to kill the opposing thug.

"Not today." Peter swings over and safely webs the Fisk thug above on a steel beam.

"**Target: Spider-Man spotted! Sound the ala-!" **A Cyber Slayer was punched through by Jessica, who roundhouse kicked the faunus Cipher thug. Knuckles leaped over and punched the mobian thug before destroying the other Cyber Slayer, leaving the remaining human and robot thugs for Spider-Man to beat down.

"How did they like THAT?" Knuckles grinned from their easy victory.

A phone rang that came from the webbed-up, but saved Fisk thug hanging upside down dropped down from his shirt for Spidey to web-grab into his hand. The caller is unknown, but when Peter answers the call, it quickly became obvious it's Wilson Fisk calling, still in prison since his last defeat by Spider-Man's hands, yet amazingly still capable of ordering his men from his cell after a year being locked up.

"Hey Willie…" Spidey jokes to the former Kingpin, wearing an orange prison jumpsuit that surprisingly fits him.

Fisk instantly scowls the second he saw it was Spider-Man answering him, with it being the first time they've seen each other since their last showdown a year ago, _'You…'_

"Nice jumpsuit. Slimming. How did you like your move-in to the Raft instead of Ryker's?" Spidey jokingly asked the former crimelord.

'_Stay out of my business.' _Fisk retorted, having no time with his jokes.

"WAIT! Cipher – what do you know about their leader, Cyber?" Spider-Man asked for information about Cyber and his gang.

'_Keep my men alive, and maybe I'll tell you.' _Fisk agreed to trade in information for the survival of his men.

**BGM End**

**BGM-Spider-Man: Web of Shadows OST-Kingpin Henchmen**

After he hanged up, Peter sensed more Cipher goons have digitized into several other areas of the construction site to kill more of Fisk's thugs, prompting the heroes to do their thing and save them.

"Did I seriously just come back to the city to save bad guys from other bad guys?" Knuckles asked, saving some of Fisk's goons from Cipher.

"Yeah. Not how I thought today would go." Spidey quipped, web-striking onto a Slayer.

"If any one of them think of getting a cheap shot while we save their life, I'm gonna knock them off this building." Jessica slammed a Cipher thug into a small crater.

Spidey deploys three flying Spider-Drones and orders them, "Go, Spider-Bots! Find any survivors and protect them!" The Spider-Drones fly around the building to protect the remaining of Fisk's men from Cipher. When each of them found some, they stunned their enemies with beams of electricity to be easily taken out by the heroes.

"Hey big guy!" Spidey leaped towards a heavily-armored big brute that works for Cipher as well. The Cipher brute fired beams from his "Cyber Gauntlets" Spider-Man was able to avoid and countered with a spinning web-hammer strike, comboed into his web-wrecking ball that blew away the brute across the building.

Knuckles glides pass the numerous energy waves fired from a thug's "Cyber Sword". Once he got close enough, Knuckles uppercutted him slightly up before following up with a loud spiraling variant before overhanding the thug down on several others.

A Cipher thug throws a hard-light whip projection, or just called a "Cyber Whip", on Jessica's arm. That was a mistake as the detective tugged on the whip to reel in the thug to her fist, then proceeds to demolish other thugs with kick combos finished with ground-shattering punches.

**BGM End**

Cipher's defeated and Fisk's thugs are safe. Now it's Fisk's turn to fulfill his end of the bargain as Spider-Man calls him up through the phone he took from one of his thug, "Fisk. Your men are safe. Your turn: What do you know about Cyber?"

'_Spotted him bust out Alistair Smythe from the Raft a few months ago. Don't ask me why.' _Fisk answered what he knows before hanging up again.

"He certainly hasn't changed a bit." Jessica dryly joked about Fisk's vague attitude being the same as ever.

"Who's Alistair Smythe?" Knuckles asked Spidey about this villain.

"A genius who enhanced himself with cybernetics to become the 'ultimate' Spider Slayer with a reason you can probably guess." Spidey replied. "Smythe working with Cipher would explain their high-tech equipment and robots, but that still doesn't give us much insight who Cyber is." He remarked, still wanting info about Cyber himself.

While he ponders, someone calls Peter on his phone, with Jessica joking about it, "Gonna answer that?"

Peter answers the call via Bluetooth after learning it's Ruby calling him, _'Spidey. Me and Weiss found a Cipher warehouse in Chinatown you might find interesting.'_

"On my way." Spidey hanged up the call then turns to Knuckles and Jessica, "Heading out. Let me know if you find anything else."

"Got it." Knuckles nodded.

"Sure thing." Jessica replied, allowing Spider-Man to swing on over to Chinatown to meet up with Ruby and Weiss.

* * *

**Chinatown**

In Chinatown, A user of impressive high-tech binoculars spies from a nearby rooftop on a Cipher warehouse. She spots three Cipher thugs guarding the rooftop of their building. Switching the vision to X-Ray mode, she scans the warehouse to see a number of Cipher thugs inside, along with a Schnee Company truck and a mysterious woman wearing a golden mask.

The one spying on the warehouse is Weiss Schnee, kneeling next to her partner Ruby, who's a little busy being impressed with a new app she recently downloaded to her Scroll. "I'm liking Peter's new D-Sense app. I'm glad he allowed Beacon to let us test it for him. Pretty useful for helping people." Ruby told her partner during their stakeout.

"I agree. I'll have to praise him for that." Weiss agreed.

"Awww…" Spider-Man suddenly zips down startling the heiress with his quippy presence, "I knew Weiss could say nice things about me." He joked, causing the ice queen to scoff. "Okay, seriously, whatcha got, Ice Flower?"

Weiss points to the warehouse ahead while handing Peter her binoculars as she talks, "Followed a trail of a stolen Schnee Company truck filled with Dust to this warehouse. Cipher controls it, along with Madame Masque."

"Madame Masque?" Pete said a bit surprisingly and shocked from this news. "She's the boss of the Maggia's Nefaria Family. Can't believe they're working with Cipher too. Starting to regret we took down Fisk. It left a huge power opening in the criminal industry that only a madman with a superbrain could fill it up, and now look where we are."

"I had thoughts of regret too, but the past is the past. Fisk was still a dangerous man that needed to be brought to justice. We'll do it again against Cyber and his crooks." Ruby gave some words of encouragement to the web-slinger to not feel so regretful.

"Right. Let's start by quietly taking out those goons on the roof." Peter meant the thugs guarding the rooftop of their hideout, which Ruby and Weiss wholeheartedly agree.

When the guards weren't looking, the heroic teens made their move. Spidey quietly zipped over a cyber thug and lands right behind him, web-yanking him to a slamming fist and webs him to the floor. Ruby uses her Semblance to burst into three streams of rose petals to tackle the thug, then materializes behind him to knock out with her scythe. And finally, all it took was a simple breeze from Weiss's rapier to freeze the last guard before he noticed.

With the guards knocked out, the heroes walk towards the rooftop skylight that leads inside the warehouse. "I'm gonna go into cyberspace and knock out their security cameras and any thugs there. You two deal with the rest." Peter ordered the girls.

"Stealthy as we can. On it." Ruby nodded confidently before they dropped inside.

**BGM-RWBY: Grimm Eclipse OST-Action Suspense 01**

Inside the warehouse, the heroes quietly land on a shipping container. They spot Madame Masque ordering her men and robots to hurry with the Dust unloading from the Schnee Company truck they hijacked through cyberspace. "Hurry it up. We don't have all day. I got other things to do than watching you unload that Dust." She said.

The heroes silently shared a quick nod to initiate their plan. Spidey finds a port to travel into cyberspace, shutting down all security cameras and any other defensive systems this warehouse could possibly be equipped with. This makes it easier for Ruby and Weiss to stealthily take down as many Cipher goons as possible before taking on Madame Masque.

This plan was almost full-proof if Madame Masque's golden mask wasn't upgraded with the latest tech thanks to Cipher, allowing her to keep track the number of her men that are still conscious. "Hold up. My mask's sensors are saying we got down troops. Intruders!" She shouts, knowing the heroes are here.

**BGM End**

**BGM-Spider-Man: Web of Shadows OST-Boss**

"No point hiding anymore." Weiss joked.

The Schnee heiress uses her rapier to create an ice slide for her and Ruby to ride around the warehouse to reveal their presence to Madame Masque and her crew. "Huntresses! Kill them!" The masked criminal ordered all remaining thugs to fire on the huntresses riding the ice rollercoaster. Ruby spirals up avoiding the gunfire through her Semblance to target her sniper gun on several robot targets. She aims and fires on each of them in rapid succession, destroying the robots. As she's landing, she morphs her gun to a War Scythe for Weiss to enhance with a beam of ice. She rapidly spins down to strike her ice-enhanced scythe on the floor to unleash a row of protruding ice spikes to knock the thugs protecting Madame Masque. The masked Maggia boss whips out her dual-guns against Ruby, and while she's busy with her, Weiss hops off her ice slide to leap on striking with her rapier, but Masque noticed her strategy and spin-kicked her away before her attack could land, then spin-kicked Ruby when she tried to lunge at her.

"Don't you kids have a better strategy?" Madame Masque taunts Team RW.

Spun out of a computer screen are two weblines that yanks her weapons away as Spider-Man jack-outs out of cyberspace to jump-kick Madame Masque back, "Hey Whitney Frost. I'd bet there's quite a woman behind that mask with a name like that, or ya know, a very cold one!" He joked.

"Urgh! You're as annoying as Stark, Spider-Man!" Frost equipped herself with two new plasma handguns courtesy of Cipher and fired on the webhead, causing him to hop and bounce from her bullets to get smacked by a Cyber Slayer. Peter web-slams the cyber-bot to his knee as he hops to the air, then web-yanks two cyber thugs at each other, knocking both out. The web-slinger spun a webline at Weiss for her to grab, then get yank at rocket speed towards Madame Masque to receive a glyph-bounce kick that knocked her back slightly. Ruby rushes in and goes for a strike but Frost blocked her and comboed with a little leg action, forcing the little huntress to dodge through her Semblance and appear behind her like a breeze to tackle her with a rose burst.

"You fools made a mistake trying to take on Cipher!" Madame Masque taunts the huntresses.

"We know, don't care!" Ruby quipped.

"Hmph. Typical of children." Frost continued firing on the Beacon students.

"Some of us are actually adults, granny!" Weiss side-stepped fires ice shots while avoiding Frost's gunshots.

While Madame Masque wasn't looking, Spider-Man threw an empty box to stun her, getting her angered attention focus on him while swinging through the air. She fires a shot that breaks her webbing, causing him to free-fall. She fires another shot he barely avoids before he web-yanked a gun off. She fires another shot that scratched the arm of his costume but was still able to yank away her other gun.

"No more pew-pew guns!" Spidey lands across from her, web-pulling a container behind her to knock her to a web-throw towards Weiss for the finishing attack.

"Chill, Frost!" Weiss freezes Madame Masque in an ice sculpture, finally defeating the masked criminal.

"Good pun." Peter compliments the ice heiress.

"I try not to do one every so often." Weiss quipped.

**BGM End**

**BGM-Sonic Generations OST-Cutscene 3**

"Warehouse's cleared out. I'll let the police come clear it out and return the Dust." Ruby told her partners.

"Good, but first let's search for any clues that might tell us about Cipher's plans. We're still in the dark about their goals." Spidey ordered.

"Maybe this will shed some light on it." Weiss gestures the other two to come what she found on a functional computer she found shortly after the battle with a "Death Egg"-looking symbol on-screen. It looks to have access to the Eggnet, the global communications network used by the Eggman Empire to keep in touch with its various territories across the world.

"Cipher has access to the Eggnet?" Spidey questioned, a bit intrigued by this new news.

"See if you can hack it so we can get some information." Weiss allows Spider-Man to use his super-science genius to easily hack the Eggnet for any useful information that could help them learn about Cipher's plot.

"I'm in." Spidey informed the girls.

"Why does Cipher have access to the Eggnet? Only those working with Eggman could use it." Ruby questioned.

"Either Cipher hacked into their communications network, or the possibility they're working together. And according to these login times, they've been using it for a while now, before their 'Kingpin takeover'." Peter replied before finding some information that looks pretty useful, "Found something. Seems that Eggman found a Chaos Emerald in Hollyoplis."

"A bit far away from the city." Ruby remarked, knowing they can't really leave the city not with Cipher gaining more control over it by the hour.

"Not a problem. I'm gonna download all the useful information from the Eggnet and send it to the Freedom Fighters. We'll let Sonic and his gang get that emerald, and perhaps, find a connection between Cipher and Eggman." Spidey said, getting the distinct feeling there's a secret alliance between Cipher and the Eggman Empire, and once they find that connection, it might give them the edge to defeat Cipher and learn Cyber's secrets.

**BGM End**

* * *

**KFX Here: Act 2 begins with the first appearance of Jessica Jones, Hammerhead and Madame Masque from **_**Marvel**_** and Lil' Miss Malachite from **_**RWBY**_**! Cipher has become the top gang in New Vale City and it's up to Spider-Man to stop them. Meanwhile, Sonic and the Freedom Fighters will go up against "Eggman" in a race for the remaining 4 Chaos Emeralds around the globe. Things get intense in this act as you wouldn't believe, ending with two epic battles happening at the same time in different locations in a four-part finale.**

**In Act 2, the Freedom Fighters will play a more active role. The reason why they, and Neo Metal Sonic, didn't show up a lot in Act 1 was to establish Cipher as a dangerous criminal organization controlled by Cyber Mecha Spider-Man, to give him a little development since he's an "original character" for this series. I'm gonna assume most of you are familiar with Metal Sonic and his character, so there was no reason to focus on his established character until now.**

**7: Moderate guest reviews have been enabled, I hope. Do what you want with it.**

**Question for the Chapter: What are your opinions on the first chapter of Act 2? **


	14. Act 2 Issue 2: Lights, Camera, Action!

**BGM-Sonic Adventure 2 OST-SA2 in the Groove**

**Ruby: My name is Ruby Rose, leader of Team RWBY. Ever since Cipher used MeteorTech to attack the city, crime has gone up substantially. Cyber now has multiple gangs working for him, almost turning him to the new Kingpin of Crime. It seems they also have access to the Eggnet, Eggman's personal network. Is it possible Cipher and Eggman are working together? We should send this data to the Freedom Fighters and see if Sonic's team could learn something.**

**BGM End**

* * *

_Act 2 Issue 2: Lights, Camera, Action!_

**Sky Patrol**

**BGM-Mega Man Zero 3 OST-** **Prismatic (Telos Remastered Version)**

"You think Cipher and Eggman are working together?" That was the question Sally Acorn asked during a conversation with Spider-Man through a TV screen about his discovery that Cipher has access to the Eggnet.

'_It's a small possibility, using a bit of outside the box thinking here considering who we're dealing with. According to these data logs, they had access to the Eggnet for quite a while, dating back to late summer. I was hoping you and the other Freedom Fighters could look into this to find a possible connection between them and collect the remaining Chaos Emeralds. I would do it but I can't afford a first-class trip around the world with all these gangs taking the city apart thanks to Cipher.' _Spidey replied.

"Understood. Leave it to us. Can you send the data you downloaded?" Sally asked with a nod.

'_Nicole should have it all by now. Keep in touch with anything you find.' _Spidey remarked.

"We will. Thanks." Sally replied before the call was hanged up. As Nicole analyze the retrieved Eggnet data for any useful information they could use to one-up Eggman, Sally calls in the rest of the Freedom Fighters for a meeting, "Can everyone come to the meeting room please? We have ourselves a new mission." Soon after, the other mobian heroes reunite to meet in the meeting room, starting with Sonic being the first to walk in.

"Sup, Sal. Anything good that wants us all together?" Sonic asked the princess.

"Just had a chat with Spider-Man receiving new information regarding our mutual new enemy, Cipher." Sally answered, surprising her team with this news.

"Spidey called us? That means he found something big." Rotor remarked.

"Indeed. We received important data from him that Cipher has been using the Eggnet for their various operations in New Vale and wants us to investigate a possible connection between them and Eggman." Sally informed them.

"Cipher and Eggman? You think they're in a secret alliance?" Bunnie speculated.

"Possibly. We're still in the dark about Cipher's leader, Cyber, about his character and motives." Sally replied.

"Maybe Eggman created Cipher and their leader? This wouldn't be the first time he created a new organization while working under the shadows. Remember, MeteorTech was CREATED by Eggman. It would explain why they targeted there to attack the city." Tails said, but like with Bunnie, he's just speculating.

It's now Nicole's turn to speak from the TV screen as she shows a map and a Chaos Emerald symbol, _"We know Cipher have been also after the Chaos Emeralds for a possible bigger plot than the time they controlled the Tri-Sentinel to attack New Vale City. Two are in Spider-Man's possession and one is secured in Beacon Academy. I discovered the fourth one, which Eggman is now en route to collect for himself."_

"Eggman wouldn't be collecting the Chaos Emeralds _now _if he also didn't have a big plan in mind. Spidey may be right. At the very least, Eggman might have some answers. Where's the next emerald?" Sonic asked the lynx AI.

"_In Hollyoplis." _Nicole answered.

"Ah yeah! I love that place! The merged city of Hollywood and Studiopolis Zone! I hear they're making a new movie about me!" Sonic remarked, stoked about their destination.

"Sonic Man v Spider-Man: Web of Chaos?" Sally smirkingly remarks the name of the new film.

"Hope it's better than that last film where I teamed-up with a cop. They couldn't even get my shoes right." Sonic quipped as the Sky Patrol sets a course to Hollyoplis to recover a chaos emerald.

**BGM End**

* * *

**Hollyoplis (Merged city of Hollywood and Studiopolis Zone)**

**BGM-Sonic Mania OST-Lights, Camera, Action!**

Hollyoplis was the result of Earth's Hollywood and Mobius's Studiopolis Zone merged from the Convergence event. A large color-filled city of film production decorated with studio equipment, cinema elements and theater objects with the "HOLLYOPLIS" sign overlooking the city. Colorful lights. Amazing cameras. And hardcore action, mostly thanks to the Badnik Horde terrorizing the civilians as they invade the city for a Chaos Emerald.

"Make way for the stars of the show!" Sonic announces his team's presence as they arrive to save the city from Eggman's forces. Sonic has fun traveling the zone to homing attack several Shutterbug and Mic Drop badniks along with Tails, who takes care of the Tubinaut and Wall Crawl robots. Rotor smashes an Egg Fighter into a TV screen. Antoine jumps off a director chair to reach and slash a few Spinners, causing it to explode. Big belly-flops on several Crabmeats, smashing them into pieces. Cream carries Amy in the sky as they avoid the missiles of an Egg Launcher bot before tossing the pink hedgehog to destroy it with her hammer, passing by Bunnie who fires a laser to destroy some Egg SWATs.

"Keep at it, team! Let's clear this area of badniks before going after Eggman! Nicole, which studio is he headed?" Sally asked, ducking under a punch from an Egg Pawn before stabbing and slicing it into two.

'_Studio 616. I've also gathered he enlisted the assistance of Taskmaster.' _Nicole informed.

"Ze Taskmaster?!" Antoine remarked, a bit worried and scared.

"Like skullface has ever been a challenge." Sonic quipped, kicking an Egg Pawn's head clean off.

"He's still an expert mercenary with INSANE photographic reflexes that allows him go toe-to-toe with even the Avengers." Sally remarked to her friend's annoying cockiness.

"But we're not the Avengers. We're the Freedom Fighters! We can take him and Eggman! Let's go get 'em!" Sonic grinned, cockily confident they could handle both Taskmaster and Eggman as they fight their way to Studio 616.

**BGM End**

* * *

**Studio 616 in Hollyoplis**

**BGM-Sonic Mania OST-Prime Time**

"Cut, CUT! That was perfect! Let's get ready for the next scene!" Director Jon Watts told his all-star cast inside his studio set. Cooperating with co-director, Jeff Fowler, Watts is the director of the crossover movie, "Sonic Man v Spider-Man: Web of Chaos", starring an unnamed human actor dressed in a Sonic Man costume and young English actor, Tom Holland, dressed as Spider-Man. The producer of the film, Kevin Feige observes the making of his film along with its costume designer, Honey the Cat, the mobian founder and CEO of Honey Brand Clothes and Accessories.

"You did a remarkable job with the costumes, Miss Honey." Feige praised the mobian fashion designer.

"Thanks, Mr. Feige! I was the lead fashion designer for the Sonic Man Heroes show. I've always wanted my designs to be used on the big screen! It's like a dream come true!" Honey said, super happy her costumes are used in what might be the best movie of the year.

"Alright, for this next scene, Sonic Man and Spider-Man will be working together to retrieve this Chaos Emerald from Dr. Eggman and the Green Goblin's clutches." Jon Watts tosses the turquoise Chaos Emerald, the REAL one not a fake, to the actor dressed up as Dr. Eggman standing next to Willem Dafoe in an armored Green Goblin costume on his glider.

"Tom, you remember your lines, do you?" Watts asked the Spider-Man actor.

"Yeah." Tom Holland replied.

"You haven't spoiled anything on the internet lately, have you?"

Tom stood silent for a moment, "…No."

"Good! Put on the mask and let's get this started." Watts tells everyone to get into position to act this next scene that'll hopefully won't get interrupted by some robot interference, "Lights! Camera! And…ACTION!"

**BGM End**

**BGM-Sonic Unleashed OST-Eggman Again**

A sudden boom came from a blown-up hole thanks to an explosion that wasn't part of the script. Flying through the hole was a laughing Eggman (actually Neo Metal Sonic in disguise) riding his Egg Mobile to ruin the movie with his squadron of badniks and his hired mercenary for the week, Taskmaster.

Honey gasps from recognizing the mad doctor, "Dr. Eggman?!"

"Ohohohoho! Thought you could direct a movie without it's TRUE star, eh? I'm incredibly insulted! You couldn't even bring back Jim Carrey to reprise as ME! He was the best part of the last movie! For that, I'm taking my emerald from my less remarkable double…" Eggman summons a claw from his hovercraft to steal the Chaos Emerald from the Eggman actor. "And I'll have my Taskmaster scrap the movie for you, including its cast!" He grinned evilly as Taskmaster stoically leads the Badnik horde against the movie cast.

"Is this part of the movie?!" Tom Holland asked, believing this badnik attack is part of the script.

"You can stop being in-character, Tom!" Watts quipped.

"Now, who wants to get fired first? How 'bout the actors playing as the hedgehog and spider. Highly doubt you fools are as good as the real deal." Taskmaster threatened to kill the fake Sonic and Spider-Man actors with his photogenic energy sword.

**BGM End**

Then, a blue blur not from Sonic Man, destroyed most of the badniks in a flash, saving the lives of the movie cast from their wrath in a flash before delivering a painful spin attack to Taskmaster before he made his move with a quip, "If they weren't, they would've have gotten the roles, skully!"

It was Sonic that smacked the mercenary in the face, sending him back to Eggman's side as the other Freedom Fighters showed up to destroy the remaining badniks and confront their arch-enemy.

"Sonic!" Eggman remarked in surprise from his arch-enemy's sudden appearance.

"The Freedom Fighters! Knew you guys would show up!" Honey smiled, glad the mobian heroes showed up to save the day.

"I'm so glad to see you again, Honey!" Amy smiled, overjoyed to be reunited with her favorite fashion designer of all time.

**BGM-Sonic Heroes OST-My Ambition**

"Trashing movie sets 'cause you couldn't get the lead role? Maybe if your character didn't suck so much, they might consider a 5-episode TV show that'll get cancelled the day it airs." Sonic mocked the mad scientist, making him very angry as always with these two.

Eggman angrily pounds on his vehicle from the mocking, "You little…I'll put an end to your cheeky mouth, right after I put this Chaos Emerald in a safe place! Taskmaster, hold them off!" He ordered as he leaves the studio.

"You're not getting away from me, Eggman!" Sonic boosts past Taskmaster before he could make a move to go after Eggman.

"Amy, Bunnie, and Rotor! Go assist Sonic and make sure he doesn't go over his head as usual! The rest of us will deal with Taskmaster!" Sally ordered her team. She then quickly turns to Honey, "Honey, get these people to safety!"

"On it! Follow me, everyone!" Honey leads the movie cast out of this epic clash between real heroes and villains.

"This isn't gonna delay the film, right?" Tom Holland still continues to joke like the character role he's playing as everyone exits the stage, everyone except for Sally, Tails, Antoine, Big, Cream and Cheese against the deadly photographic mercenary, Taskmaster.

**BGM End**

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-Theme of Taskmaster**

"Alright, Freedom Fighters. Wanna play? Let's play!" Taskmaster got his energy sword and shield ready to teach a thing or two to these animal heroes, and maybe copy their fighting technique when he's done beating them to a pulp.

"Remember, he can copy your fighting style! Gang up on him!" Sally projects her energy blades and leads the assault against Taskmaster. 'Twain leaps through the air with a spinning sword attack Taskmaster deflects with his shield before immediately clashing his blade with Sally's, leaving him wide open to a belly bounce from Big that knocks him back a few feet but still standing.

"Not bad for woodland critters. You think ganging up on me will do you any good?" Taskmaster asked, taunting them.

"Your photo-reflexive memory is impressive, but even it has its limits, because I doubt your body could perform a Spin Dash." Sally grinned, as Tails charges up a Spin Dash to attack Taskmaster.

"Idiot!" The skull-faced mercenary was able to block the Spin Dash and counter with a swift sword strike, "So what if I can't copy you animals and your weird abilities? I still have a memory bank of the other hundreds of fighting moves I copied, like Spidey's Swing!" Taskmaster uses a rope to copy Spidey's web-swing kick on the heroes. "And the aim of Hawkeye! You're in for a world of hurt!" Taskmaster launches a hail of blazing arrows at them from the air that knocks them around.

Antoine was able to quickly recover and attacks with his Spin Blade Ball Attack, but Taskmaster was waiting for it. "I can see through that!" Taskmaster impressively blocks the spin attack to counter with his own special move, Aegis Counter. "Secret Move! Sword of Black Knight!" Taskmaster unleashes a flurry of air tearing slashes, backstabs him and shoots him at the back of the head with an energy gun, "Is that it?"

"Antoine, are you alright?!" Sally ran over to see if her swordsman friend is still alive after that merciless assault.

Surprisingly, that didn't kill Antoine, but it did temporarily leave him defeated and groggy, "Oui…That wasn't as fun as ze thought."

"Don't ya know any other moves?" Taskmaster taunts the heroes before get kicked directly in the face by the small chao Cheese. "You're sending your pet to do your fighting?" He taunts again, not finding Cheese that much of a threat.

"Cheese is not a pet! He's my friend! And together, we're unbeatable!" Cream works together with her chao friend as she launches him as a homing missile hurting Taskmaster before the polite rabbit double-kicks Taskmaster humorously in the chest.

"Nice one, you guys! Get him while he's vulnerable!" Tails shoots an energy ball from his arm blaster while Taskmaster is left vulnerable for letting his guard down against a kid rabbit and her pet chao.

Sally quickly disarms the mercenary of his blade and shield before calling in Big to finish the job, "Big! Body Press!"

"Huh?" Taskmaster could only look up as a big shadow surrounds him that comes from the full-body slam onto him courtesy of Big's big belly. "Get…off of me…" Taskmaster groans as he falls into unconscious.

"That was fun." Big remarked nonchalantly after the pretty difficult battle.

"Let's hope Sonic and the others are having as much 'fun' as we were." Sally quipped, curious how Sonic's group is handling against Eggman.

**BGM End**

* * *

**With Sonic's group…**

"Where are you, Eggman?! Did you chicken out before your big scene?" Sonic taunts the missing doctor as he, Amy, Bunnie, and Rotor lost him in an arena surrounded by widescreen TVs in another Hollyoplis studio.

**BGM-Shadow the Hedgehog OST-Shut Your Mouth**

'_OHOHOHOHOHO!' _Startling the heroes was Eggman's iconic laugh as all the TV screens in the arena turn on simultaneously being hacked and dominated by Eggman's face above the name, Egg TV.

"Oh my. Get back! You don't look good on TV." Bunnie quipped.

"Heh. Ready for your close-up, doctor?" Sonic joked.

Dropping down to confront the heroes was Eggman in his Egg Breaker mech. A mech with an open cockpit that resembles the Egg Emperor, except it bears a red and blue paint scheme instead of gold, and its right hand is a giant spiked ball that it can throw.

"You made a mistake chasing me here. I'm gonna embarrass you all on LIVE television through the Egg TV with my Egg Breaker! Once I'm done with you, you'll be the laughing stock all over the world!" Eggman taunts the heroes as he's going to broadcast this next fight all over the world for everyone to watch as he pulverizes some of their favorite heroes.

"Haha! I'm pretty sure the only laughing stock will be YOU, doc!" Sonic quipped with a cocky grin, pointing at Eggman and his Egg Breaker.

**BGM End**

**BGM-Shadow the Hedgehog OST-Egg Breaker**

"Watch, happy viewers, as I crush your favorite hedgehog and his friends straight into oblivion!" Eggman threatened, dashing over to smash the heroes with his giant spike ball.

"We're gonna give people a good show to watch! Bring it on, Eggface!" Sonic joked as everyone dodges his spike smash.

"Didn't you use a mech like this during the Black Arms invasion? What's so creative reusing this scrap heap?" Amy mocked, slamming her hammer on the side of the Egg Breaker.

"This 'scrap heap' is powered by a Chaos Emerald! Let me show you it's power!" Eggman commands his mech to fire lasers from its eyes to blow away the mocking pink hedgehog. The doctor shifts target to Bunnie who's flying around the air firing lasers at him. "Lights out!" His mech shoots multiple spike balls at the cyborg that regenerates easily. Bunnie manages to dodge all but one spike ball that pins her to a cracked TV screen. But using her cybernetic strength, Bunnie lifts the large spike ball and aims it at the mech.

"You can have this back, doc!" Bunnie furiously throws it back, damaging the mech and leaves it stun for more attacks from Rotor, Amy, and Sonic.

"You little…How dare you!" Eggman growled.

"Fess it up, doc! We know you're working with Cipher!" Sonic accused Eggman of while running away from his bombs.

"What?! Don't accuse me working with those cyber criminals!" Eggman retorted, caught off-guard by such an accusation, an accusation which is true that surprises the disguised Neo Metal Sonic the heroes are slowly figuring out his plans.

"We know they had access to YOUR network for MONTHS now, and from what it sounds like, you gave it to them willingly." Sonic bounced off a Homing Attack from the cockpit of the mech to annoy Eggman.

"They HACKED into my network! Enough with these false accusations! Time to end you!" The Egg Breaker starts to use its most deadliest attack. It spins around and around as it swings its hammer, making it invulnerable to all attacks. "Can you stop THIS, Sonic?!" He chases the blue hedgehog around the arena and slowly catches up to the speedy hero.

"Maybe not me, but this will!" Sonic grins while running up a TV screen and bouncing off it that Eggman accidently smashes into, forcing him to temporarily stop his attack. In the air, Rotor slams the curled-up Sonic onto the cockpit while Eggman's stunned, damaging it once. Bunnie slams Sonic back down to further damage the Egg Breaker. And lastly, Amy reels back her hammer to get ready for a full-on home run when she hits Sonic the third time, packing enough force for Sonic to smash through and blow up the Egg Breaker, defeating Eggman and embarrassing him all over TV.

**BGM End**

**BGM-Sonic Rush OST-After the Fight**

"You're gonna PAY for this! You haven't seen the last of me!" Eggman declared, leaving the city on his Egg Mobile empty-handed now that the turquoise Chaos Emerald is recovered by Sonic.

"Bye-bye, Eggy! Come back next time for the sequel!" Sonic joked while repeatedly tossing up the emerald from his hand.

**BGM End**

**BGM-Sonic Rush OST-Theme of After the Fight**

After the Egg Breaker fight, Sally and her group rejoined with Sonic's. "There you are! Nicole saw you guys were on TV. Did you recover the Chaos Emerald?" Sally asked Sonic's squad.

"Of course!" Sonic grinned, showing the princess the light blue chaos emerald in his hand. "What's up with Taskmaster?"

"SHIELD picked up him to take him to the Vault. I assume Eggman got away?" Sally asked, already knowing the answer.

"Only thing he's good at." Sonic quipped with a shrug.

"Did you confirm he has some connection with Cipher?" Tails asked him.

"He was acting pretty shady and was surprised when I brought it up. It's not 100%, but I can tell he's hiding something, and I'm sure it's Cipher-related." Sonic answered, confirming there is a hidden connection between Cipher and the Eggman Empire.

"We'll figure things out when we head back to the Sky Patrol and locate the remaining emeralds. Good work today, everybody." Sally congratulates the team for a job well done saving Hollyoplis and recovering the 4th Chaos Emerald.

* * *

**Exiting Hollyoplis…**

"So the Freedom Fighters are slowly figuring out the truth." Eggman, which is still Neo Metal Sonic in disguise, calmly talked to himself as he flees from the film city. He grins evilly, "It doesn't matter! I've managed to copy Sonic's bio-data during that little scuffle, as well as the other Freedom Fighters as a bonus! By the time they figure out the full depths of our plans, it'll already be _too _late!" The fake Eggman laughed manically as he flies off back to base, confident his ultimate plan with Cipher will earn them total dominance of all.

**BGM End**

* * *

**KFX Here: Tol'ja guys the Freedom Fighters will start playing a more active role! They'll be the "primary" focus of this act like Spider-Man and Team RWBY was for Act 1. They'll still be some Spider-Man action, returning in Issue 7. But starting next chapter, some familiar anti-heroes are planned to get some focus. Scarlet Spider? Shadow the Hedgehog? Cinder Fall? This should be fun.**

**HybridKing18: I dunno. Just imagine your favorite Spider-Man voice actor with a metallic, roboticized voice monotone.**

**Question of the Chapter: If you played Sonic Mania, what are your opinions on Studiopolis Zone and how did you feel about how it was represented here in Hollyoplis (which was referenced back all the way in Exo War)?**


	15. Act 2 Issue 3: Grim Hunt

**BGM-Sonic Adventure 2 OST-SA2 in the Groove**

**Sonic: I'm Sonic. Sonic the Hedgehog! Me and the Freedom Fighters located a Chaos Emerald in Hollyoplis, but it was snatched by Eggman and Taskmaster. We believe Eggman is secretly working for Cipher and hope he might have some answers. We took care of him but he didn't say much if he's involved or not. Still, I have a gut feeling he IS up to something big, Cipher-related or not. We gotta find the remaining Chaos Emeralds before either Eggman or Cyber does.**

**BGM End**

* * *

_Act 2 Issue 3: Grim Hunt_

**Houston, Texas**

**BGM-Sonic Rush OST-Theme of Blaze's Event**

Few days after the Freedom Fighters retrieved a Chaos Emerald from Hollyoplis, big trouble appeared in the sweaty streets of Houston, Texas. BIG trouble, and a rather ridiculous type of big trouble. Simply put, Houston was attacked by a man in a giant-sized bear costume, who happened to be the former mascot of Houston's basketball team several years ago that came back recently. The bear costume was enhanced by a strange energy granting it powerful abilities and used them to rampage through the city. The mascot saw itself as a hero to the city, but Houston already has a hero. A very reluctant one. But a hero nonetheless. It was thanks to this "scarlet hero" the bear mascot was defeated and the man operating it was left strung up in webbing for the police to arrest.

"All I ever wanted to do was entertain! To give people a good time! Is that too much to ask? Curse you, Scarlet Spider! Choke the Bear will return to rid this city of your villainous filth!" The man behind the "Choke the Bear" outfit cursed Scarlet Spider's name while the police gets ready to cut the webbing and take the crazed mascot to prison.

Watching the criminal get arrested by the police from a rooftop is Houston's own hero, Kaine Parker, aka Scarlet Spider, the dark clone of Peter Parker on his eternal mission of redemption. Standing next to him is his annoying, mysterious, telepathic and constantly hungry Mexican partner, María Aracely Penalba, aka Hummingbird, and his faunus girlfriend and mentor of some sorts, Blake Belladonna.

Kaine scoffs from what Choke the Bear spouted earlier, "Yeah right, punk. Not so scary now without your oversized bear costume."

"All in day's work for the Scarlet Spider and his two amazing partners, Hummingbird and Blake Belladonna!" Hummingbird remarked joyfully.

"To think he only attacked the city because he saw himself as some hero after getting struck by a random meteorite that gave his costume weird powers and made him insane thinking you're a villain." Blake said to Scarlet after recalling the brief backstory about Choke the Bear.

"Not as weird finding out Aracely is a reincarnation of some 'Aztec god' according to Dr. Strange and that I have been protecting a Mexican demigod for months." Kaine dryly quipped that at some point recently the two learned a bit about Aracely's mysterious past and origins, believed to be the Aztec Deity, Huitzilopochtli, reincarnated into her.

"This certainly turned out quite the visit." Blake revealed she came to visit Kaine and Aracely in Houston to hang out before the mascot attack.

"Sorry about that." Kaine apologized.

"It's okay. I'm used to weird stuff happening in my life as of late. Speaking of, I should head back to New Vale to help with the crime wave. Cipher has been growing more dangerous by the day." Blake replied, thinking of heading back to New Vale City.

"Want me and Aracely come with ya?" Kaine asked, offering his assistance to help stop Cipher.

"I've always wanted to fight bad guys from the internet!" Aracely remarked, a little too excited.

"You sure? Don't you have two jobs to worry about here?" Blake replied.

"Houston can survive a few days without me, and I'm off from my private security duties for the next week. Might as well deal with them now before they become a headache here." Kaine explained his reasons, genuinely wanting to help with this cyber mess.

Blake gives a proud smile for him, noticing Kaine has become more mellow and in touch with his emotions in recent months, acting a little more heroic since his resurrection, "You've definitely grown soft. Before you kept whining about wanting to go to Mexico to get away from the superhero business."

Kaine scoffs to keep up with the tough guy attitude, "Hmph. Please. I may have gotten used to this superhero thing, but don't think I've become as soft as someone like Parker."

"Makes for a good contrast between you two." Blake replied, still smiling, seeing Kaine as the more "serious spider" between the "Parker Brothers" compared to Peter's "happy-go-lucky" nature.

"And I intend on keeping it that way. Before we go, wanna get something to eat? Or perhaps a little training session to see if you're still fit?" Kaine grinningly smashes his fists together as fighting seems to be one of the few things he enjoys.

Blake drops to a frown and a mean glare at him, "Are you making fun of my weight?"

Kaine immediately gets flustered after the misinterpretation, "NO! That's not what I meant! I just mean-!" He shuts up when he notices her giggle.

"I know what you mean. I'm just joking with you." Blake grinned.

Kaine groans and face-palms, "Aren't you supposed to be the more 'quiet one' of your team?"

"Like you, I've grown. Not by much, but enough to enjoy myself a little more. How about we get something to eat before heading to New Vale? Then perhaps there we can do a little training. It'll be a date." Blake accepted.

Kaine has a small unseen smile behind his mask, "Alright. I'm gonna talk with Layton for a bit I'll be gone for a while. And if there's trouble, he can deal with it to get the praise." The clone spider and faunus cat share a quick kiss of affection before he hopped down to the streets to talk with his police officer friend.

"I still wonder what spiders and cats see in each other?" Aracely asked Blake, curious why spider-people sometimes get attracted to cat-people and vice versa.

"I dunno. Ask Spider-Man and Black Cat." Blake quipped.

**BGM End**

**BGM-Mega Man X8 OST-VS Sigma Demo**

Unaware to the girls and Kaine, they were being watched by a mysterious being. A figure, hiding in the shadows from another rooftop, watches them. They watch Scarlet Spider talking with Officer Wally Layton on the streets, then look up to see Blake and Aracely in a conversation.

Aracely senses the mysterious being watching them thanks to her telepathic powers and turns around to the direction of the person. "What's wrong, Aracely?" Blake asked the telepath, confused why she's looking so serious all of a sudden.

"I think someone is watching us." Aracely replied.

Acting quickly before they could even move, the mysterious attacker fires two sedative darts to the necks of Blake and Aracely that slowly puts them to sleep. "Who…who was…" Were the last words Blake could barely say before she and Aracely dropped down asleep, but not before catching the vague silhouette of her assailant, who appears to be a man.

Short while later, Scarlet Spider returns to the rooftop where he left the girls only to find them missing, "Huh? Blake? Hummingbird? Where are you two? This better not be another joke." Kaine walks to the spot where his friends disappeared to find a small note. "What's this?" He picks it up to read it carefully, "'I have your friends. Come to the Mystic Ruins Temple in New Vale City, alone'." The dark spider clenches on the foreboding note after reading it and sounds pretty angry that his friends were kidnapped without him knowing, "Somebody's in a _lot _of trouble now."

**BGM End**

* * *

**A White Fang Base in Sunset Forest Zone**

**BGM-Sonic X OST-Shadow #1**

A similar mystery's about to occur in another location. Somewhere else in another part of the world, a White Fang base in Sunset Forest Zone was raided by GUN's most powerful team of agents, Team Dark; consisting of Shadow the Hedgehog, Rouge the Bat, and E-123 Omega. Their mission was simple: capture the base and defeat the White Fang and their leader, Adam Taurus.

Adam was a formidable opponent, but against the Ultimate Life Form and his team, he was soundly defeated along with the rest of his men, who were all beaten just as badly. The badly beaten WF leader could barely stand, with his sword discarded and his mask partially broken and left completely helpless.

"Beaten by the likes of you…You should be on my side…" Adam, stubborn to the core, told Shadow who looms over his defeated body.

"Ha! I don't side with _losers _as pathetic as you. You're under arrest, Taurus." Shadow mocked the beaten faunus.

"**I was promised this mission would be entertaining." **Omega casually mocked the White Fang troops they effortlessly beaten when raiding this base.

"Guess you were assigned to the wrong show." Rouge quipped.

"**How disappointing."**

"Hurry and contact the Commander that we've recovered GUN's missing equipment and is ready to be picked up along with this trash to be thrown into the Vault." Shadow ordered Rouge while simultaneously insulting Adam some more.

"Yeah, yeah." Rouge reluctantly complied, ignoring her friend's stoic rudeness.

While Rouge makes the call, the same mystery attacker that kidnapped Blake and Hummingbird silently appeared behind Team Dark without them knowing. Using a laser spear, he quietly struck down Rouge and Omega from the back. Shadow sensed something was wrong and quickly turned around to face his teammates, "Rouge? Omega?" but by the time he did, they mysteriously disappeared. Shadow turns back to glare at the down Adam and angrily lifts him by the shirt to interrogate him, instantly blaming him for their disappearance. "WHERE are they?" He asked with a death stare, warning Taurus not to lie if he knows what's good for him.

"As if I'd tell you if I knew what's going on." Adam glared back, but does answer in his own way he has nothing to do with Rouge and Omega's mysterious kidnapping.

The only clue to their disappearance was the same note that was left for Kaine that Shadow notices on the floor. The dark hedgehog throws Adam to a wall, knocking him out as he walks over to read the note that says the same thing as with Kaine's. "Mystic Ruins Temple? What game is this person playing?" Shadow wondered, but at the same time he can't worry about that. His teammates are in danger and he's the only one who could save them.

**BGM End**

* * *

**Casino Park, Vega City (Merged city of Earth's Las Vegas and Mobius's Empire City)**

Vega City. A populous, economic hub dominated by skyscrapers is billed as the Entertainment Capital of the World, famous for its mega casinos, hotels and other associated activities. Headquartered in the Casino Park area is Breeze Media, one of the largest entertainment networks in the world, the owner of the organization, Breezie the Hedgehog, is currently in her office having a meeting with Cinder Fall (in her "VF Tournament" outfit), part-hero/part-mercenary, one of Breezie's favorite people to hire after hiring her to complete a dangerous task that'll secretly benefit her company.

"As always, Cinder, you never cease to surprise me what you're capable of. The technology I hired you to steal from Stark Industries will surely help me _demolish _the competition while also keeping my network more secured from those 'internet hooligans' popping up in New Vale. I don't want them potentially ruining my business. Let them ruin another company's network." Breezie said with a sinister-looking smile during her meeting with Cinder being the audacious and rather selfish hedgehog she is.

"I've infiltrated Stark's security before. They were nothing. You could say they were a _breeze_." Cinder punned with her own deadly-like grin that got a small chuckle from the businesswoman.

"Hilarious. Did you do this job by yourself or did you bring the whole team with you?" Breezie asked, regarding the other members of Team Toxin.

"Just me. With some assistance from my partner, Anti-Venom." Cinder answered.

"Ah. The self-proclaimed Lethal Protector. You two make quite a pair indeed. Where is Mr. Symbiote?" Breezie asked about Eddie Brock, recently died as Venom and reborn into Anti-Venom.

"Down in your lobby trying out your slot machines." Cinder answered.

"That's another thing. I should probably rig my machines further to prevent 'symbiotic interference'." Breezie grinned, having a hunch Brock is using his symbiote to win big money easily from her machines.

While the two neutral characters were having their chat, someone repeatedly keeps trying to call Breezie through her table's video screen. The hedgehog grunts in annoyance from the repeated calls and reluctantly answers it, "One second." She presses a button to put Scratch online, a chicken-based badnik that once worked for Eggman is now head of security in Casino Park, "What do you want?"

'_Ma'am, we got BIIIG trouble!' _Scratch frantically informed his uninterested boss.

"What's so big that my 'head of security' couldn't handle?" Breezie dryly quipped.

'_That Anti-Venom guy is rampaging through the lobby fighting some guy I don't know!' _Scratch said, getting a slight surprised reaction from both Breezie and Cinder together somebody is fighting one of the strongest symbiote warriors alive.

"Any idea who your partner is tangoing that's making a mess of my lobby?" Breezie asked the crimson warrior.

"I'm about to find out." Cinder replied with a mean look she walks the door out with.

* * *

**Casino Park Lobby**

**BGM-Sonic X OST-Shadow #2**

Anti-Venom got struck onto several slot machines a little dazed while fighting his unknown assailant. It's the same mystery man that kidnapped Kaine and Shadow's friends earlier and apparently is now after Anti-Venom. Exposed to light, this attacker is looking a little more familiar, yet a bit different. He wears armor similar to the Cybernaut Armor Cipher thugs wear, but his is more unique. It's lion-themed with razor-sharp mechanical claws and has a soft woolly hoodie to disguise the man's true face in the shadows while fighting Anti-Venom, who looks raring back to go another round with this "hunter".

"_**Interrupting a man as he almost gets a bingo? Do you know how rigged these machines are? I wasn't even cheating, now YOU'RE GONNA PAY!" **_Anti-Venom attacks with multiple tendrils from his body, but the hunter cuts them all down with his twirling laser spear. Brock roars as he leaps closer for some personal attacks using his claws, but the cyber hunter jumped away from his vicious attacks to his back and backstabs him violently. Usually, stabbing a symbiote just tickles them, especially Anti-Venom who doesn't possess the same weaknesses as other symbiotes. This changed however as the tip of the spear Anti-Venom was stabbed with was poured with an extremely potent poison that seemed specifically made for Anti-Venom. _**"P…Poison…But…I shouldn't be…Ugh…" **_The poison destroys the symbiote for a while, leaving an unconscious Eddie Brock vulnerable on the ground.

"Hmm?" The hunter smells Cinder is approaching, so he grabs Brock and escapes into cyberspace leaving the same note as the last two times for Cinder to find when she arrived to the scene too late.

Cinder picks up the note and reads the same information the other two anti-heroes read before her. "Hmm. This is interesting." Cinder remarked, sounding intrigued of whatever "challenge" this hunter is setting up for her, Scarlet Spider, and Shadow the Hedgehog without them knowing they'll be meeting up at the same place at the same time.

**BGM End**

* * *

**That night in the Mystic Ruins of New Vale City…**

A quiet night in the jungle area of the Mystic Ruins. A maze-like area of lush, thick jungle with many paths through it and several ledges hanging over it. Some Grimm live here, but they were of no concern to Scarlet Spider, who arrived in the city to rescue his missing friends. He web-swings carefully through the jungle to not trigger any Grimm, putting his emotions in check so they won't follow his scent. He almost got lost a couple of times if he didn't have a map to help him locate the abandoned temple in the center of the Mystic Ruins. He lands down at the bottom of the staircase that leads inside the pyramid-like shrine.

Kaine thought as he landed and approached the temple, _'Wish I could call Peter and his friends for this, but I have to do this alone. I gotta find the dirtbag who kidnapped Blake and Aracely by myself or they're goners. I still wonder why kidnap them in the first place? Was it to get to me to get revenge? Most likely, but who could it be? The Assassins Guild? The Kravinoffs? Those Mexican wolf-people? Maybe the guy in the bear costume? Doesn't matter. In the end, I'm gonna kill the bastard who think they could cross me.' _

Unaware to Kaine until the last second, someone else was approaching the temple this late at night. The sounds of high-heeled shoes and a familiar female voice immediately got him to put his guard up along with his spider-stingers, "Well, isn't this a surprise. Didn't think I would run into you out here."

Kaine turned around to recognize a smiling Cinder Fall approaching him in her classic crimson dress. "You! You're that Cinder woman! So you're behind this! What you have done with Hummingbird and Belladonna?!" He demanded an answer if she didn't want to suffer the consequences.

"Calm down, Scarlet Spider. I am not your enemy. I have no clue what has become of your friends." Cinder replied, though Kaine doesn't believe her one bit and just scoffs at her.

"Hmph! Yeah right! I'm not as naïve as Spider-Man! I don't TRUST you like he does! You call yourself the so-called 'hero' of Central Francisco, and at the same time you're also one of the world's most deadliest mercenaries. Not to mention you used to work for that Salem woman." Kaine walked up to Cinder's personal space to glare straight into her eyes to show he's not messing around.

"You worked for her too." Cinder reminded him calmly.

"Mind-controlled! What game are you playing, 'cause you're not fooling anybody?" Kaine asked as he doesn't trust Cinder all that much judging from her former villainous past.

"My _own _game," She glared back, "And if I recall, Kaine, you weren't such a goody-two-shoes yourself when you were 'born'. A failed clone turn murderer, then a monster. Now you're back to life as Houston's hero. You're not the only one capable of change." She verbally roasted Kaine, calling him out of his hypocrisy.

"I'll see it when I believe it." Kaine replied, still glaring.

"Didn't I help save the planet a few times?" Cinder quipped dryly.

"Not enough! Why are you here if you weren't the one who kidnap my friends?" Kaine asked her.

Cinder shows him the note she found in Vegas City, which got Kaine quite curious as it looks similar to his note. "I found a note in Vegas City to meet here. Whoever left it captured my partner. Probably the same person who kidnapped your friends." She explained.

"I see. Seems we have a common enemy." A new voice showed up out of nowhere in the form of Shadow the Hedgehog walking out of the forest to meet with Kaine and Cinder.

"Shadow?! You mean you also got a similar note?" Kaine remarked.

"Yes. Whoever's behind this kidnapped my team as well. For what reason, I don't know yet." Shadow answered. "If we're going to find our missing friends, we'll have to put aside our differences and work together to defeat this enemy." He suggested the three of them should team up for this rescue mission.

"Hmph. Fine. I'll work with you, for now. But, if you ARE somehow behind this, I won't hesitate to rip the symbiote right off your feeble flesh." Kaine threatened Cinder not to betray them as he sheathes his stingers.

"You're _quite _the womanizer. It's a wonder you have a girlfriend." Cinder frowned while messing with Kaine, slightly getting on his nerves until Shadow shut them up.

"Enough yapping! Let's get this over with." Shadow ordered his new team.

**Lost World Zone**

**BGM-Sonic Adventure OST-Tricky Maze ...for Lost World**

Now assembled on a common mission, Team Anti-Heroes led by Shadow walked up the stairs and entered through the main entrance of this 'lost world'. They dropped down running through a temple passage inflamed with traps and moving pillars trying to crush them.

"What's the story of this old temple anyways?" Kaine asked while dodging the inflamed traps.

"An abandoned relic, once the shrine to the Echidna Tribe before they were wiped out by Perfect Chaos centuries ago." Shadow gave the spider a brief history lesson about this Mystic Temple.

"An ancient civilization of red mutts wiped out by a water god. I'm suddenly reminded of a story of Remnant's forgotten past." Cinder remarked, recalling an ancient story the Gods of Remnant wiped out humanity out of anger.

"Or the movies that does the same crap." Kaine remarked with his dry sense of humor.

Soon after exiting the maze-like passage, the anti-heroes entered a flooded room through the mouth of a snake statue. Once inside, the mouth entrance closed, leaving them trapped. "We're trapped." Cinder noticed calmly.

"Wait. This must be one of those 'trials' Belladonna told me about." Kaine recalled.

"Trials?" Cinder replied.

"Beacon uses this temple as a training course for its students. I believe in this room we must activate three hidden switches to open a door. There are also switches that alter the water level." Kaine answered.

"No need. Looks like our mysterious enemy rigged the water level and it's slowly rising," Shadow noticed the flooded room is becoming more flooded by the second. "We have to find those switches before we drown. Spread out." He ordered his team.

The three dark heroes split up around the room to find the switches before this area 'comes completely flooded. Shadow leaped onto a large swimming, rocked snake that circles around the room until he spotted the blue door switch. He hopped off and stepped on it to activate one of the three switches. "Found one. How 'bout you?" He asked the others.

Scarlet Spider swings above the rising water until he spotted the red switch to activate for himself. "Got it! Hurry up, woman!" He rudely rushed Cinder.

"I have a name you know." Cinder quipped, back-flipping from sudden spike traps to land on the last teal switch. With all three switches open, the door outta here opens just when the room was almost flooded.

**BGM End**

**BGM-Sonic Adventure OST-Danger Chased by Rock ...for Lost World**

"Let's get moving!" Shadow and the others took a dive and swim into the next room, exiting the flooded area to enter somewhere more bizarre. It looks like they're back outside the temple but instead there are multiple other ancient temples found towering over the forest.

"Where are we? It looks like we've stepped into another world all together." Cinder commented, a little shock.

"It's bizarre, but we need to focus on the mission." Shadow reminded her.

"And I agree what he says." Kaine quipped as they enter another room. This room is dark and has mirrors that looks like they can be used to light up the place. "It's too dark. Maybe I can use those mirrors to brighten up this place." Kaine uses a light switch and aims it at a mirror to partially light up the area, just bright enough for them to see countless flaming arrows about to ambush them. Shadow simply teleports to dodge the arrows while Kaine and Cinder use their enhanced reflexes to dodge them all the way to the next area.

"This entire temple's booby-trapped." Shadow remarked. A hidden hole opens up beneath them and surprises them as they drop down riding a water slide and out a giant waterfall, which leads to a pond with stepping stones resting in the water. The anti-heroes came out fine, but a little wet much to their minor annoyance.

"Whoever wants us here wants us dead, and will probably kill us if we make it to the end." Scarlet remarks as they enter the next area, where they are forced to run for their lives from a giant flaming boulder down a declining road, "What's this? We're doing Indiana Jones now?"

After escaping the flaming boulder, the group entered a new area. A giant room where there are switches to activate mystical Lit Panels on the walls that'll allow them to walk on walls. "Those plates on the walls seem to be capable of creating artificial gravity when placed in the right shape." Cinder observes after activating a switch to form a wall road using the Lit Panels.

"Ha! Useless when you're someone who can crawl on walls for a living." Scarlet doesn't bother with the wall panels as his wall-crawling ability is just as capable of traversing through this area to find the exit. Cinder's not much in a rush and tests out the Lit Panels to walk and jump off the walls to her destination while Shadow just teleports to regroup with them.

**BGM End**

**BGM-Sonic Adventure OST-Leading Lights ...for Lost World**

The final area of the temple has brought them to walk on a path between two small ponds with a stone mural of Perfect Chaos, destroying the ancient Knuckles clan. "A mural?" Kaine questioned.

"A mural of Perfect Chaos." Shadow observed.

"Look over there." Cinder pointed the dark boys to below the mural to find their missing friends unconscious and trapped in force field bubbles. Eddie Brock trapped in his own force bubble. Rouge and Omega inside their own. Same thing with Hummingbird and Blake.

"It's them. Our friends. They're trapped inside those bubbles." Kaine remarked.

"We see, but who's that one over there?" Shadow points to a strawberry blond long-haired woman, wearing her own black and white spider-costume lying unconscious in her own bubble.

"That's Arachne, Julia Carpenter. Another spider. I didn't know she was kidnapped as well." Scarlet Spider recognized the other spider. Julia Carpenter. Once went by the name "Spider-Woman", now goes by the name "Arachne". A Spider that has similar powers to Spider-Man and Scarlet Spider, but unique to her are her "Psionic Powers", some spider-like abilities with psionic capabilities like Psionic Webbing and Psionic Vibrations.

**BGM End**

**BGM-Sonic Heroes OST-My World**

"Ahhh. I see you all survived my trials. Congratulations are in order." The mysterious hunter that has kidnapped Team Anti-Heroes' friends now speaks to them as if he's everywhere in the area.

Kaine unsheathes his stingers and threatens shadowy hunter, "Shut up and stop hiding like a coward! Show yourself!"

And the hunter obliges. The metal-armored attacker drops down in front of his captives and takes off his hoodie to reveal himself as the world's greatest hunter, Sergei Kravinoff, but better recognized as the villainous grim hunter, Kraven the Hunter.

"Kraven! Should've known you were behind this! Why did you kidnap our friends?!" Kaine asked the hunter angrily.

"To get you properly motivated, Scarlet Spider. You and the two others. I have been interested in you three for quite some time, so I kidnap your friends and goaded you all here in the sacred hunting grounds of the Mystic Temple to make this one of my greatest hunts!" Kraven explained his reasoning, his goal tonight is to hunt, and kill, Team Anti-Heroes.

"What makes us so special for your trophy room?" Shadow asked the hunter.

"Ah, isn't it obvious? You are the Ultimate Lifeform born as a small hedgehog. Ms. Fall was a former Fall Maiden, now bonded with a unique specimen in relation to Spider-Man's former dark spirit. And speaking of Spider-Man, his clone. The Scarlet Spider. Stronger. Faster. More in-tuned with his inner spider than the original. You three will be my GREATEST trophies!" Kraven grinned viciously.

"We ain't your prize, Kraven." Cinder scowled before putting on her red and black Toxin symbiote. Her symbiote wraps around her to form a crimson bodysuit with gold accents and a large black spider-symbol. Her symbiote forms a flaming black coat resembling a full-length haori with crimson trims on each side while flickering red flames. The symbiote also forms a crimson mask similar to Spider-Man's but with black lenses, while still having her long black hair out.

"Then try to prove me otherwise! Let us begin this _glorious _hunt!" Kraven said with a menacing smile, twirling his double-pointed laser spear and begins battle with the anti-heroes.

**BGM End**

**BGM-Spider-Man: Shattered Dimensions OST-VS. Kraven – Thrill of the Hunt**

"Chaos Spear!" Shadow fires the first wave of attacks against Kraven, who blocks the energy spears with his energy shield. Toxin-Cinder uses her symbiote to create a black red Scimitar, dashing towards the hunter with terrifying speeds to clash evenly with his spear.

"You are skilled with that gift, child…" Kraven quickly stabs Cinder's foot then immediately strikes on her face with his armored claws before kicking her away, "But it'll take more than your alien parasite to defeat the world's greatest hunter!" As he gloats, he didn't account for Scarlet Spider to teleport behind and punch him back. "You can teleport?!" He sounded surprised.

"A new trick. Wanna see another?" Kaine menacingly activates the second ability of his "Spider-Out" Semblance, the Flames of Kaine. His fists become hot with fire to enhance his punches to assault the Russian hunter with. "Thought you weren't much of a tech guy, Kraven. Why the upgrade?" Kaine asked a very good question while assaulting the hunter.

"I'm personally not a fan of it either, but Cipher hired me to test out their new 'Cyber-Hunter' equipment for their troops. With this armor is how I've traveled through cyberspace to kidnap your friends in a short amount of time." Kraven answered while quickly using a laser knife to cut Kaine, leaving him vulnerable to an assault from his spear that knocked him to the mural.

"So Cipher's behind this plot as well. We can kill two birds with one stone." Shadow uses a Spin Attack that gets blocked by Kraven's shield.

"One of those birds is very hard to kill." Scarlet rubbed his head.

"_**You're saying he's immortal?" **_Cinder asked.

"Something like that. It's a long story that involved me dying. Wasn't fun." Kaine remarked dryly, referencing his death during the infamous "Grim Hunt", a hunt on spiders to revive Kraven after he accomplished his "last hunt" and committed suicide.

"Only Spider-Man is capable of breaking the curse on my immortal flesh." Kraven remarked, avoiding a homing attack from Shadow.

"_**Guess you'll be living forever. Spider-Man's too soft to be a killer. Me? I have no problem with that." **_Cinder unleashes tendrils to stab Kraven through his armor, hurting him greatly, but not enough to kill his immortal body. The armored hunter fires a titanium robe from his gauntlet around Toxin's neck and violently pulls her to an upward slash from his spear before throwing a bomb that forms into an electric net that attaches to her, violently shocking her and the symbiote since the latter is weak to electricity.

"Your suit is vulnerable to electricity, no? What a weak prey you are." Kraven prepares to kill Cinder while she's incapacitated, but Scarlet wouldn't allow it. He kicks Kraven away and uses his stingers to free her.

"Thanks for the save..." Cinder said, a bit weakly as she slowly puts back on her suit.

"I didn't come to save you. He left himself open and I took advantage of it, and I didn't want to hear your whining." Scarlet played the tough guy act again, which just got a scoff from Cinder.

Shadow uses his natural speed and Chaos Control around Kraven to confuse him and leave him open to brutal attacks from the dark hedgehog. Kraven quickly sees through his tactic and counters at the same time Shadow about to appear next to him. Scarlet webs up Kraven's eyes, blinding him, so he could devastatingly web-slam a curled-up Shadow right on top of him. Kaine jumps up with a flame fist to pound the downed hunter, but before he could, Kraven immediately wakes up with paralyzing gas he blew from his mouth that stuns the spider and hedgehog to a coughing fit, leaving them vulnerable to blinding attacks by Kraven through the smoke. Before the final blow was struck, a fire blast blasted him away and dispelled the gas, revealing it was Toxin that saved Kaine and Shadow.

"Don't think this means I'm going to warm up to you." Kaine remarked rudely, still not trusting Cinder despite her just saving his life.

"_**Was that a pun just now? You really are Spider-Man's little brother." **_Cinder quipped, causing the annoyed Scarlet to growl.

Weakened but determined, Kraven stands back up to face his prey. Scarlet starts off with a web shot barrage he blocks with his shield. Cinder fires a symbiote-infused fire beam that manages to push him back slightly as he continues to block from their feeble attacks. Shadow teleports behind with a Chaos Spear that's shaped like an actual spear to wield, ready to backstab Kraven with. The quick-sense hunter saw this attack coming a mile away and uses his own spear to block the attack. This was the opening Cinder needed to dash up close and personal with a fire-charged symbiote punch that uppercuts Kraven high into the air of the room, cracking most of his armor. Scarlet Spider fires two weblines at the aerial hunter and brutally slams him back down, destroying most of his armor and leaving the hunter hunted and defeated.

**BGM End**

"You're finished, Kraven. Lie there like the worthless hunter you are." Kaine crossed his arms in stoic fashion as if he's posing.

Shadow searches through Kraven's person to find the device that controls the force fields. "This must be the device to free the others." He presses a button, putting down the bubbles that trapped their friends and left them in stasis. They went to their respective friends to check if they're okay.

"Blake. Aracely. You two okay?" Kaine gently asked his unconscious friends to wake up.

Blake was the first to slowly wake up to see that Kaine came to her rescue, "Kaine…Where…What happened?"

"You got hunted. I stopped the hunter. No more questions." Kaine replied as he helps the girls back up their feet.

"Even though I was asleep and far away, I sensed you were really worried and came to save us." Aracely said, smiling.

"Is that so?" Blake smirked at her boyfriend.

"What? I can't get worried? People can change, right? That's what some of you people keep saying." Kaine crossed his arms, referencing what Blake, and Cinder, been saying today. Cinder notices this with a smile, and though he might not admit it, Kaine slowly starts trusts her, not by much. She turns her attention back to Eddie Brock, who has just woken up after being hunted by Kraven.

"You okay?" Cinder asked her friend and love interest.

"Think so. That poison is wearing off. Symbiote's still a bit dazed..." Brock replied weakly.

"You two alright?" Shadow asked his teammates in Team Dark.

"We're fine, except maybe for my wounded ego. I'm usually the one who gets the surprise on someone, and steal their jewels, though in this case it's stealing people and a robot." Rouge joked while scratching her head, not seeing the small smile coming from the black hedgehog.

"**Who was the dirtbag who attacked us?" **Omega asked.

"Right there, big guy." Kaine points to the unconscious Kraven the Hunter.

"**Seems you didn't finish the job. Shall I maim him?" **Omega request to terminate Kraven while he's down.

"A bit hard, since he can't die." Kaine remarked.

"**Can I at least keep him as a shooting dummy?" **Omega requested.

"…Hmm?"

"Scarlet." Blake's mean glare was enough for Kaine to quickly reconsider his answer.

"Ugh, fine. Leave him in this 'lost world' and hope he gets lost when he wakes up." Kaine answered.

"**This day has been nothing but disappointment." **Omega remarked, from easily defeating White Fang goons to getting kidnapped by Kraven.

"Ugh…" Meanwhile, Julia Carpenter, aka Arachne, is also fully waking after she was suspiciously kidnaped by Kraven as well.

"Arachne. How're you feeling?" Kaine asked the spider-woman.

"Fine. Still a bit woozy. Where are we?" Julia asked.

**BGM-Sonic Heroes OST-Disquieting Shadow**

"In an abandoned temple in the Mystic Ruins. I understand why Kraven went after the others, but why you?" Kaine asked, curious about Arachne's mysterious kidnapping.

"Don't know. I was on my way to my daughter's recital when that maniac sedated me. Thought this was another Grim Hunt." Arachne said.

"It's not. Who really knows what that maniac was thinkin'? Let's get out of here." Scarlet gestured everyone to just leave the premises and head back home to get some sleep.

Meanwhile, while everyone else leaves, Hummingbird was the only one who stayed behind for a quick second to decipher Kraven's true plan using her telepathic powers to read his mind, and once she does, she mumbles to herself, "Hard to think when you don't have a mind…" She then runs off to join the others, "Scarlet! Blake! Wait for me!"

After the heroes leaves, Kraven's body mysteriously melts into red liquid and reforms into Cyber Mecha Spider-Man, revealing to have been masquerading as Kraven the Hunter to further advance his mysterious plan, **"All life form data…successfully copied."**

**BGM End**

* * *

**BGM-Sonic Forces OST-Fist Bump Instrumental (Tee Lopes Remix)**

**KFX Here: Hope you enjoyed this team-up between anti-heroes, Shadow, Scarlet Spider, and Cinder working together. Original idea was to have Cyber Mecha impersonate as Adam Taurus to fight and collect their data, but Kraven makes much more sense as he is a hunter, and I wanted to reference the "Grim Hunt" storyline from the comics. Yes, Grim Hunt did happen in this series' continuity, albeit a slightly altered version of the events to fit in this series that I will not go in-detail. **

**Next time: The Freedom Fighters continue the hunt for the remaining Chaos Emeralds.**

**Guest: That depends if Peter's suit does get damaged in this story, which might not happen. I like the Far from Home suit. I really do. The red and black looked really nice on Spider-Man. But we already have Scarlet Spider, Spider-Woman, and Cyber Mecha Spider-Man rocking the red and black spider look in this story. Might as well have Peter stand out and look more unique with his classic red and blue.**

**Question of the Chapter: How did you feel about the team up between Shadow the Hedgehog, Scarlet Spider, and Cinder Fall in this chapter? **


	16. Act 2 Issue 4: Emerald Hunt

**BGM-Sonic Adventure 2 OST-SA2 in the Groove**

**Shadow: I'm Shadow the Hedgehog. The one and only ultimate life form. The hunter known as Kraven kidnapped my teammates along with the friends and allies of Scarlet Spider and Cinder Fall. Since we had a common enemy, I proposed we teamed up to defeat Kraven. The hunter boasts he's the greatest, but he should know I am the ultimate. With the other two, we managed to defeat him and rescue our allies. What a waste of my time. But, was there more to this hunt than meets the eye?**

**BGM End**

* * *

_Act 2 Issue 4: Emerald Hunt_

**Avengers Tower, New Vale City**

Scarlet Witch looks out the window from the living room of her team's headquarters. She stands alone, pondering strange thoughts she had for quite some time now. She stares at the peaceful blue skies, watching birds chipper and fly by that makes her smile, but it wasn't enough to answer this ominous feeling she's been feeling.

"Scarlet Witch. Is something the matter?"

Wanda turns around to see Thor approaching her side, "Thor. No. Nothing much. Just trying to figure out something."

"I've noticed you've been a bit distracted lately. Explain to me your concerns, may I ask?" Thor politely asked, wanting to know what's been troubling Wanda.

"It's Dr. Eggman. Something about him seems a little different than usual." Wanda replied that her recent concerns involves Dr. Eggman.

"You sure? He didn't look any different to me." Thor remarked.

"On the outside, yes. But my magic picked up something else when we fought his forces at the United Nations, and recently when the Freedom Fighters fought him during his attack at Hollyoplis. Something about his spirit is more 'cold' and 'deadly'. I can't even tell if he has a soul or not. It feels like Eggman, but not Eggman. That's what been bothering me these past few weeks." Wanda explained she felt something was "off" with the egg dictator.

"You believe Dr. Eggman might be an imposter?" Thor remarked.

"Maybe. We don't know how he escaped from The Collector. I'm not even SURE he escaped from The Collector." Wanda replied.

"Then perhaps I can solve this mystery. I will visit the Collector and see for myself if Dr. Eggman is still imprisoned in his crystal. By the chance he is, that'll confirm the doctor we've been facing lately is an imposter. I will head out immediately." Thor assigned himself to visit the Collector.

"Thank you, Thor." Wanda smiled and nodded to the thunderer, watching him raise his hammer to the sky to open the rainbow Bifrost to teleport himself into deep space to meet with the Collector and confirm if the Eggman on Mobiant Earth is real or a fake.

* * *

**Sky Patrol**

**BGM-Sonic 3D Blast OST-Panic Puppet Zone Act 1/Opening (Mega Drive Ver.)**

Aboard the Freedom Fighters' flying headquarters, the mobian gang are currently in a meeting about the remaining Chaos Emeralds and how they're going to retrieve them before Eggman, or Cipher, could does. Knuckles is also here to lend them a hand as Sally gives the briefing.

"All right, team! We're making steady progress. Let's recount: We've got one Chaos Emerald secured here, two are in Spider-Man's possession, and Beacon Academy holds the fourth one. With Amy's 'Mystic Melody' technique and Knuckles' innate ability to search for emeralds, we'll be able to narrow our search for the remaining three emeralds." The team leader informed the team.

"Thanks for dropping by, Knux." Sonic playfully elbows his echidna friend for the assist.

"Been a while since we hanged out together. Thought I help with the search when I heard Eggman and Cipher could be working together using the emeralds." Knuckles grinned.

"And we couldn't thank you enough," Sally remarked before turning to Nicole living in the TV screen with the coordinates to the remaining emeralds, "Nicole, whatcha got for us?"

'_I've mined our stolen Eggnet data for any emerald findings by the Eggman Empire and/or Cipher. The yellow emerald is being used by the Egg Army to power their lava factory near Cyan City. The red emerald was seen in Bingo Highway and is the cause of commotion between Breezie's security and the Egg Army. Meanwhile, the remaining white emerald hasn't been recovered by anyone but was located in Cascade Atarog Zone, an abandoned Inhuman city according to sources. We should split up into teams and retrieve each of them to save time.' _Nicole recommended the plan to acquire the remaining three emeralds at the same time.

"I agree. Tails, Knuckles, and Antoine – You're with me on Team Freedom. We'll go collect the white emerald from Cascade Atarog." Sally ordered the three they'll be on her team.

"Okay!" Tails remarked confidently with a smile, agreeing to join this mission.

"Sonic, Rotor, and Bunnie will be Team Fighters and assist Breezie's security against the Egg Army and retrieve the red emerald." Sally ordered the other three to head to Bingo Highway.

"We'll blast through this at sonic speed!" Sonic playfully saluted along with Bunnie and Rotor agreeing on the mission.

"And that leaves Team Rose. Amy, Cream, Cheese, and Big. You'll head to that factory near Cyan City and shut it down and recover the yellow emerald." Sally ordered Team Rose to head to Foliage Furnace Zone, the location where the yellow emerald was found.

"You can count on us, Sal. We're on it." Amy smiled, giving her a thumbs-up they'll get the job done and recover that emerald.

"Alright, now let's go, everyone! Let's find the remaining emeralds and put a stop to our enemies' plan!" Sally gave her quick speech of encouragement to her team.

"Yeah!" Her team agreed whole-heartedly, splitting up to recover the remaining emeralds and stop Eggman and Cipher.

**BGM End**

* * *

**Foliage Furnace Zone**

**BGM-Sonic: After the Sequel OST-** **Turquoise Paradise**

Foliage Furnace Zone is a nature crystal-filled forest with a lava-filled factory on the outskirts of Cyan City, a futuristic city. Team Rose rides on Amy's flying Pink Cabriolet car and lands into the zone to begin their mission to recover the Chaos Emerald and destroy the egg factory.

"Here we are, gang! Seems this forest is where we'll find that Chaos Emerald!" Amy said as she parks her car and locks it behind its own force field to keep it safe from robbers.

"Look at the crystals. Are they real?" Cream happily checks out one of the big crystals in the area.

"Chao chao!" Cheese replied with a happy smile.

Big sniffs the air and smells smoke and gas and other pollution you would get from a hazardous factory, "I smell something smokey."

"That's the factory you're smelling, Big. Give me a sec to use the Mystic Melody and make our job easier." Amy told him.

"Okay." Big casually complied.

Amy summons an energy flute into her hands and plays a mystical melody to locate the Chaos Emerald. "Anything?" Cream asked if she found the emerald.

A mystical energy circles above Amy's head as she reveals the exact location of the emerald as if she's been enchanted, "I sense the Chaos Emerald's energy is near…Just a few miles to the west of us…"

"Okay. Then let's find that emerald!" Cream remarked with young determination on her face and Cheese's.

"Yeah!" Amy grinned with agreement.

Team Rose zoomed through the zone passing by large trees with mechanical parts inside them. Amy and Big hop off giant blue springs that gives them a boost to hit Bubble badniks while Cream flies over them. Soon, they come across squadron of Egg Soliders patrolling the area with assistance from Egg Pawn Bommers and Egg Pawn Knights.

"Wuh-oh! Egg Soliders dead ahead! Get ready!" Amy ordered her team.

"It's the Freedom Fighters! Get 'em!" An Egg Solider spots Team Rose approaching and instructed his men to attack them. The cybernetic soliders fire their laser rifles but horribly missed, giving time for the girls, and Big, to counterattack. Amy fiercely whacked her hammer on a few cyborgs, whacking back a bomb from the Egg Bommer to destroy some Egg Pawns. Cream tackled a cyborg while they weren't looking while Cheese blitz through the surrounding badniks. Big destroys the Egg Knights with his fishing rod before swinging a burning, oversized red lure around in a circle to defeat the enemies in its path.

"Rocket Accel! Go!" Amy announced to her team. Big and Cream get up behind Amy while she's curled up in a ball and pushed her forward with extreme force, smashing through a badnik squad as if they were bowling pins. As Amy lands on her feet, she noticed in shock that she was in the smashing range of a giant Egg Hammer that was about to smash her into goop if a familiar friend didn't come out to save her.

"Not so fast! That's NOT how you treat a lady, buster!" A red-shell mobian armadillo leaped from the bushes in time to destroy the super-badnik with one powerful punch and save Amy.

"Mighty! Thanks for the last-minute rescue!" Amy thanked her armadillo friend for saving her life.

"Anytime." Mighty replied with a smiling thumbs-up.

And wherever Mighty the Armadillo goes, so does Ray the Flying Squirrel, another good friend to the Freedom Fighters. "And I'm here too! Take that, badniks!" He flies on in then spin-attacks the remaining badniks while Cream and Big defeat the other Egg Soliders.

**BGM End**

"Thank you for the help, Mr. Ray." Cream politely thanked the flying squirrel, kinda embarrassing him with the formalities.

"No problem, but Ray is just fine." He sheepishly smiled.

"We haven't seen you two since the big alien invasion a year ago. What have you been doing these days?" Amy asked the adventurous duo, Mighty and Ray.

"The usual: Travel the world and help out folks in need, which is what we're in the middle of actually." Mighty replied.

"You mean the Egg Army's factory?" Amy asked him if that's his mission.

"Yeah. Their big lava house has become a major concern of pollution for the people in the city near here. Local authorities are having trouble shutting it down without the Egg Army constantly blocking them to this point, so me, Ray, and Qrow volunteered to stop them." Mighty explained his team's mission with a surprising new fact.

"Wait! Qrow?! As in Qrow Branwen?! He's here too?!" Amy remarked in surprise her friend's, Ruby's uncle is with them, somewhere.

"Chao chao!" Cheese points everyone to the sky when he spotted a black corvid bird looking like it's about to land in their area.

"It's a bird!" Cream noted.

"It's Qrow!" Ray corrected.

The bird lands next to Mighty and Ray as it transforms into Qrow Branwen, the alcoholic-yet still badass Huntsman, and uncle to Ruby and Yang. "Well, here are some faces I haven't seen in a while." Qrow grinned, putting his sword, the Harbinger, lying on his shoulder.

"Long time no see, Mr. Branwen." Cream politely greeted the seasoned huntsman.

"Please, kid, just call me Qrow. You're making me sound old." Qrow quipped.

"So why are you here, Qrow?" Amy asked him.

"Was in the area to help out Mighty and Ray here shut down the Egg Army stationed at their factory. What brings three Freedom Fighters from their flying spring fortress out here?" Qrow asked Team Rose.

"Like you, we're here to shut down their factory, as well as retrieve the Chaos Emerald that's powering up said factory." Amy answered, surprising the three with information about a Chaos Emerald in the enemy's grasp.

"A Chaos Emerald?! Then this is more serious than we thought. We should team up to make this easier." Mighty proposed uniting forces to combat the Egg Army.

"I agree." Amy agrees to the team up.

"Alright. Qrow, what did your recon bring? Found a shortcut to their base?" Mighty asked the professional huntsman.

Qrow nods with a serious look, "Yeah. Found a few trains nearby that'll lead us straight inside their factory."

"Then let's go! We have a train to catch!" Amy punned, but nobody seems to mind.

**BGM-Sonic: After the Sequel OST-Mantra**

Qrow leads the two teams to a ledge above a red highway where trains come and go through the zone. When ready, everyone jumped on top of an incoming train that'll lead them straight into the factory. And to keep them company, more Egg Soliders and Badniks hordes hop aboard to take them down off their train.

"So how are my favorite nephews doing by the way?" Qrow asked casually since taking out egg cyborgs and robots aren't much of a challenge.

"Great! They're helping with the crime wave caused by Cipher lately in the city!" Amy smacks away an Egg Launcher.

"I've been hearing a lot about those guys lately. They're cyber thugs that attack through the internet, right?" Mighty remarked, easily pushing back a row of cyborgs with a single thrust from his palm.

"Right. We're led to believe they're working together with Eggman, but we don't have much evidence to support that claim." Amy hammered a Slicer into pieces.

"Still, on their own, Cipher is incredibly dangerous. Able to travel through the internet anywhere around the world and hack into electronics is no laughing matter. Their attack on New Vale using MeteorTech was just a test. What if they're stupid enough to hack access for nuclear codes or secret government files?" Qrow asked while working with Big to destroy some badniks.

"Gosh. That never crossed my mind. But so far, they haven't shown interest to work on an "international" scale." Amy replied, held on to Cream while smashing any enemy in mid-air.

"They tried to kill the princess of Solkaria that could've led to a war between two great nations. They're becoming so dangerous even Ironwood is beginning to worry. I hear he's going to attend a meeting with Fury and Tower later today how they're gonna deal with Cipher permanently." Qrow disabled an Egg Knight of his sword and shield before stabbing it to its destruction.

"Well, hope they have some good ideas." Amy remarked.

**BGM End**

**BGM-Sonic Riders OST-Theme of Egg Factory**

Their conversation and the battling of badniks was just what they needed to pass the time as they made it inside the Eggman-themed factory, the Egg Factory. A huge, hot factory that resembles the factory that was used as a race track during the first EX World Grand Prix. Amy's team and Mighty's team hopped off the speeding train to begin their search for the Chaos Emerald.

"The emerald's near! C'mon, let's get moving!" Amy lead both teams through the Egg Factory. She and Mighty used cannons to bounce on multiple badniks. Cream and Ray avoided the barrels pouring lava above them. And Qrow's bad luck Semblance surprised him almost getting sliced to two by a descending saw blade if Big didn't reel him back away with his fishing rod.

"Usually cats bring bad luck. Or I guess black cats. Thanks, Big." Qrow thanked the purple cat for saving his life.

"You're welcome." Big replied.

"How close are we to the emerald?" Mighty asked Miss Rose.

"Pretty close. Looks like we're headed to the core of the factory." Amy noticed they are traveling deeper and deeper in this lava factory.

**BGM End**

**BGM-Shadow the Hedgehog OST-Lava Shelter**

Not long after, the heroes arrived at the core of the Egg Factory: a large circular arena surrounded by lava where stashed in the center is the yellow Chaos Emerald installed in a large machine that powers the whole base.

"It's the emerald!" Cream pointed out.

"The let's grab it and shut this place down!" Amy remarked determinedly. Before Amy could get close enough to the emerald, she was ambushed when a feral mutant in brown and yellow clothing with a fur hoodie leaped from behind the machine. He was going to slash her head right off her body if Qrow didn't jumped in front of her and blocked the attack saving her life, forcing the laughing psychopathic mutant to jumped back.

"Who the…" Amy remarks about her attacker.

"Sabretooth." Qrow scowled, recognizing the arch-enemy of Wolverine.

"Hehehehe. If it isn't Wolverine's pet bird! Welcome to your demise! I was hired to personally deal with any intruders, and I'm glad one of them is you!" Sabretooth explained his appearance in the lava factory, as he is soon joined by the descending Egg Boss of the Midesta Egg Army, the golden mask-wearing Nephthys the Vulture.

"Surrender or fall before the might of the Eggman Empire!" Nephthys threatened the heroes.

"Not happening, birdie! We're not leaving until we take that emerald and shut this place down!" Amy remained unfazed and is determine to defeat both her and Sabretooth.

"Then prepare to face the consequences of your foolishness!" Nephthys remarked, flailing her cape aside as a sign she's ready to fight, just like how Sabretooth maliciously grins while posing with his Adamantium-Laced Claws.

**BGM End**

**BGM-Shadow the Hedgehog OST-Egg Dealer**

"Who wants to DIE first?! Anybody?!" Sabretooth asked through his feral smile and teeth.

"My group will deal with Sabretooth!" Mighty told Amy.

"Alright! We'll handle Nephthys!" Amy said, agreeing with the plan to take on their enemies.

"I'm gonna save Wolverine the trouble finishing you off!" Qrow dash at high speed to clash his sword against Sabretooth's indestructible claws. Both are pretty evenly-matched until Sabretooth tapped a bit more into his primal instincts to give him an edge and slashed directly on Qrow's shirt, leaving a scratch mark on his chest with his blood.

"Too bad nothing of your body is made of Adamantium! Unlucky you!" Sabretooth was gonna assault the huntsman with a series of wild slashes until Mighty dropped down protecting Qrow with his pretty durable shell.

"Shell's not made of indestructible metal, but it's still pretty durable!" Mighty retorted, using his mighty strength to almost punch Sabretooth in the jaw to the surrounding lava if he didn't stab his claws to the floor to slow himself down. Ray blitz past the feral mutant, blinding him with the wind to give Qrow the chance to assault him with more attacks. When Sabretooth tries to counter, Qrow turns into a bird to dodge his strikes and counter when he turns back.

"GROAAAAAAAAH!" Sabretooth roared so loudly during one of Qrow's transformations it stunned him in bird form, allowing him to grab the bird and violently slam him. He chuckles and almost stabbed the huntsman bird if Mighty didn't spin-attack him away. Mighty threw another punch, but Sabretooth caught it with an evil smile and threw him to take a dive in the lava.

"MIGHTY!" Ray flew quickly to save Mighty inches before he took that fiery dive.

"Thanks, little bro! Throw me back twice as hard!" Mighty smiled.

"You got it!" Ray spins around in the air several times before throwing Mighty right to the back of Sabretooth. Qrow turns back to normal as he recovered from Sabretooth's earlier bird abuse and noticed him distracted fighting Mighty.

"Not done yet." Qrow turned his weapon into a shotgun and fired directly on Sabretooth, earning his growling attention. Qrow continued firing as Sabretooth rampaged through his shots as if they're nothing. Qrow grunts, "Insane as always. Time to put you to bed." He quickly switched in his scythe seconds before Sabretooth about to claw his face off and slashed him upwards to the air, following him with several high-speed sword slashes until Mighty jumped above and used his Hammer Drop, curled into a spinball and drops directly downward on Sabretooth with a burst of speed that slams him to his finish, defeating Sabretooth.

Meanwhile, Team Rose are still in an intense battle against Nephthys and her aerial attacks. "You cannot hope to defeat me, children!" Nephthys declared.

"How many times have you said that before? 132?" Amy jokes while Cream throws him up towards the Egg Boss to give her a hammer beatdown. Nephthys dodged her attack and used her cape to glide-tackle Amy in mid-air but was pulled away by Big's fishing rod into a double attack from Cream and Cheese, sending her flying into Amy's hammer swing. Nephthys uses her cape to fire a tornado that blast Team Rose back a few feet, prompting them into get into their Fire Combination.

"Here we go! Fire Combination!" Amy announced. She and Cream sit on Big's shoulders so he could knock them in baseball-style using his fishing rod with such force they turn into destructive fireballs, possessing some slight homing properties they were able to chase and ram into Nephthys.

"Away with you!" Nephthys glides around creating multiple tornados to suck in the Freedom Fighters. Team Rose runs as fast as they could the opposite direction so they won't get sucked into her tornados. Amy spots their foe standing behind one of the tornados, so she uses her Tornado Hammer to counter it, jumping into the air and swings her hammer to form a cyclonic vortex of air filled with pink hearts that counteracts Nephthys' tornado.

"Go get her, Cheese!" Cream commands.

"Chao!" Cheese flies over and tackles Nephthys while she's left open, dispelling her other tornadoes.

"Let's finish this! Flower Power!" Amy announced their team attack. Big initiates the attack by rushing up in front of the Egg Boss where he falls down on his stomach, face first, Amy then moves up behind Big, while Cream gets behind Amy. As Cream then emits red hearts, Cream pushes Amy forward just as she jumps. Amy then lands on and bounces off Big's back, moving forward and higher into the air, where she then falls down and brings her hammer down on the opponent in a downward swing so hard she knocks out Nephthys for good.

**BGM End**

**BGM-Sonic Heroes OST-Round Clear**

"See that birdie? We're awesome!" Amy mocked the defeated Egg Boss.

"I'm so happy, I wanna tell everyone!" Cream cheered.

"Chao chao!" Cheese cheered with his best friend

"Kinda super-duper happy!" Big cheered with them as well.

**BGM End**

**BGM-Sonic Mania Adventures OST-Discovery**

Amy takes out the Chaos Emerald installed in the core machine, disabling the Egg Factory to function anymore, "Oh yeah! We got the Chaos Emerald!"

"Nice job, kid, "Qrow praised Amy and her team as his group approaches them after they defeated Sabretooth, "You're reminding me more of Ruby each time I see you."

"We do share the last name. I like to think of us as 'interdimensional sisters'." Amy grinned.

"So is this place shut down?" Ray asked if the Egg Factory is fully disabled

"Yes. And for good measure. HA!" Amy hammers the central machine that initiates the self-destruct sequence, forcing everyone in the base to escape. Amy and Big hang onto Cream as she flies them out through an open hole in the ceiling while Mighty holds onto Ray and Qrow turns into a bird to escape together. The last ones to escape were Sabretooth and Nephthys, waking up after their defeat to see the base is seconds away from exploding. They get scared and run for their lives as the Egg Factory explodes, no longer a threat to the people of Cyan City.

The heroes land on a ledge to get a good view of the now-destroyed Egg Factory and it's retreating Egg Army. "Got the emerald and sent the Egg Army packing. Thanks for helping us out, Mighty. Couldn't have done it without you." Amy thanked the armadillo.

"It was our pleasure. What are friends for? Good luck finding the other emeralds." Mighty smiled, accepting her thanks.

"What are you going to do, Mr. Branwen?" Cream asked Qrow politely.

"Just Qrow, okay? I'll probably head back to New Vale and see if I could help with this Cipher business before it gets out of hand." Qrow replied.

"Alright. See you guys another time!" Amy and her team waved goodbye to Mighty's as they take their leave from the zone.

"Bye guys! See you later!" Ray and his group waved back, watching them take off from Amy's car back to Sky Patrol.

**BGM End**

**Deep in space…Inside the Collector's Ship**

**BGM-Sonic Adventure OST-The Past**

"I assure you, thunderer, if anything disappeared from my collection, I would be the first to know." The Collector, the Elder of the Universe, walks with Thor through his gallery of his collection. Countless artifacts, relics, and even people he found "valuable" from all over the universe are all stashed neatly here in his space museum ship.

"Just to be certain, Collector, I request you unveil the doctor's crystal so I can be sure he hasn't escaped." Thor requests to see for his own eyes Dr. Eggman's crystal cell, to confirm he has or hasn't escaped from the Collector's collection.

"As you wish. One rare Dr. Eggman coming right up." Collector uses his cosmic power over his ship to teleport the red Iso-Crystal that really does contain the scared, motionless Dr. Eggman inside of it trapped in limbo.

"Odin's beard. So it is true then. Dr. Eggman is still here, and the one back on Mobiant Earth is an imposter. Then that leaves the question: Who is impersonating the doctor, and for what diabolical plot they have for the world?" Thor asked a very important question, to which the answer will be received possibly too late.

**BGM End**

* * *

**BGM-Sonic Forces OST-Fist Bump Instrumental (Tee Lopes Unofficial Remix)**

**KFX Here: The hunt for the remaining three Chaos Emeralds has begun. The heroes are slowly figuring out the truth behind Eggman and Cipher and who their TRUE enemies are. But will they figure them out before it is too late? Who will obtain all seven emeralds of ultimate power? The race continues next time.**

**Note: The zone in this chapter, "Foliage Furnace Zone" is from the awesome fan game, "Sonic: After the Sequel".**

**Next time: Things get "inhuman" for Sally and her group.**

**Question of the Chapter: Anyone excited for Marvel: Ultimate Alliance 3?**

**BGM End**


	17. Act 2 Issue 5: Inhumanity

**BGM-Sonic Adventure 2 OST-SA2 in the Groove**

**Amy: My name is Amy Rose. I'm cute and full of energy! The hunt is on for the remaining Chaos Emeralds. I took my team, Team Rose, to collect the yellow emerald being used as a power source for one of Eggman's factories. We teamed up with Mighty, Ray, and Qrow to infiltrate the base where we fought Sabretooth and Nephthys. They didn't stand a chance! We defeated them and took the emerald and set the factory to self-destruct while we escaped safe and sound. That's one more emerald down. Hope everyone else is having as good luck as us!**

**BGM End**

* * *

_Act 2 Issue 5: Inhumanity_

**Horizon Labs, New Vale City**

**BGM-Sonic Adventure OST-Welcome to Station Square**

"Watch me roast some holograms with this thing!" Peter speaks to Ruby as he called her up in a full hologram form of herself to watch him and Debra test out new Horizon gadgets called a "Wispon". Peter is equipped with the "Burst Weapon" powered by the Red Wisp. He holds down on a button and watches it continuously spout flames to roast hologram dummies in a testing room inside Horizon Labs. "Toasted! Ha ha!" Peter smiled from loving his new Wispon.

"_Did you call me to torture me watching you test out awesome new weapons?" _Ruby is displeased that a weapon-fanatic like her is unable to test out new alien weaponary built by Horizon Labs.

"The correct term is 'Wispon'. It's a portmanteau of the words 'Wisp' and 'weapon'." Peter corrected her while holding the Burst Wispon.

"_That just make them sound cooler! It's no fair you helped build them AND get to test them out first!" _Ruby complained.

"One of the many benefits being an intern in one of the most technological companies in the _world_." Peter smirked, teasing the jealous huntress.

"These Wispons are made for self-defense and as useful tools to safely harness their Hyper-go-on energy without causing a transformation to the user. It's the next step strengthening the bond between humans and aliens, such as the Wisps." Debra explained while testing out her Hover Wispon to blow away dummy holograms with a shockwave. A Green Wisp was allowed to be absorbed into her Wispon to activate its special ability, allowing Debra to ride it like a balloon through midair for a short time, much to the added amazement and jealously to Ruby.

"_That's so cool. When will they be available to the public?" _Ruby asked as Debra safely hovers down.

"A year or two maybe." Debra replied, a bit unsure herself.

"_Ughhhhhh…seriously?!" _Ruby groaned.

"Don't worry, petals. I build you your own unique Wispon in time for your birthday." Peter comforted his little sis, making her extremely happy.

"_Really?! Awesome!" _Ruby tries to hug Peter but forgets she's calling as a hologram and passes through him like a ghost. _"Whoops! Forgot I'm a hologram. Hehe. So when will you start building it?" _She asked him.

"Once I'm done with my own little side project related to this with a certain 'thwip thwip' shooter, and a new 'bug' suit. If you know what I mean." Peter grinned, implying he's working on a new Web Shooter-styled Wispon and a new Spider suit.

"_Cool! Can't wait!" _Ruby smiled, understanding what he's talking about. _"I gotta go. I'll see you later." _

"It's time for us to check out too. See ya, Rubes." Peter ends his holographic call with Ruby and puts away the Wispon.

**BGM End**

"I'll see you later, Peter." Debra says goodbye to Peter as she exits from Max's lab back home.

"See ya." Peter gathers his belongings, including his new Web Shooter and new suit into his backpack to take home to work on back there, and prepares to walk out the lab. As he opens the door, however, his boss, Max, was standing outside with a curious look, "Oh, hi Max. What's up? Just about heading home."

"I know. But, before you leave, I wanted to talk to you about something that's been on my mind for a while now." Max said, sounding a little suspicious strangely.

"Uh, sure. What is it?" Peter asked, having no clue what he wants to talk about as they have a private chat inside the lab.

"I believe it's high past time the two of us had a little talk…about you and Spider-Man. I know, Peter. I know about you and him." Max revealed that got a subtle worrisome reaction from Peter, who is silently terrified that his super-genius boss might've figured out he is Spider-Man.

Peter quickly plays stupid and does his best to not sound suspicious at all that will no way give the impression he is Spider-Man, "Wait, Max – Is this like that 'Kevin Bacon Game'? 'Peter Parker takes pictures for the Daily Bugle. Spider-Man was IN pictures for the Daily Bugle' – see, I'm linked in two…"

Max simply chuckles as it sounds like he's not buying it, "No need to dissemble, my boy. I have no desire to share your secret with anyone. TWICE now I've witnessed you disappear as soon as Spider-Man appeared to battle super villains – which leads me to the ONLY logical conclusion…Spider-Man hires YOU to build his weaponary and tech!"

Peter stands in utter shock blinking a few times, and possibly confused, that his super-genius boss "partially" figured out his connection between him and Spider-Man, leaving him a little dumbfounded as Max continues his reasoning, "After all, it strains _credulity _to think ONE MAN could possess BOTH amazing spider-powers AND the scientific acumen to invent devices like his Web-Shooters!"

"You…You got me, Max. Frankly…I'm relieved I finally have somebody to confide in. And I'd be happy to regale you with war stories from the super-trenches, but I have to go and give Spidey his new Web-Shooters and suit to test out." Peter replied, relieved Max partially knows his secret.

"I see. Want me to assist you fixing any potential problems and minor upgrades of my own?" Max asked generously to assist Peter perfecting new Spider-Tech.

Peter smiles that his idol will actually help him make new Spider-Tech, "Uh, sure. Thanks, Max. I-."

"It's nothing, my boy. I suppose I should point out the restrictions in your contract against moon-lighting, but Spider-Man – with your help –saved Horizon Labs from the Beetle AND the city from the Tri-Sentinel. The least I can do is look the other way." Max says, sitting down next with a pretty happy Peter to work with his idol on new Spider-Tech that will really benefit Spider-Man and the city, especially considering the disasters that'll come later.

* * *

**Cascade Atarog Zone**

**BGM-Sonic 3D Blast (Mega Drive) OST-Rusty Ruin Zone Act 1**

Cascade Atarog Zone. A hidden Inhuman city-like temple that looks to have been abandoned and left in ruins that flow with water and contain various contraptions. A strange portal opens within this temple that pops out Knuckles' head and then his entire body as he walks out of it. He glances his surroundings before calling to his team from the portal, "It's clear! You can come in!"

Walking out from the hidden portal are Sally, Tails, and Antoine to marvel at their marvelous surroundings of entering the abandoned Inhuman city of Atarog that was merged with Cascade Temple Zone thanks to the Convergence.

"_Incroyable_. So this is what a hidden Inhuman city looks like." Antoine remarked in French for a bit there.

"An _abandoned _hidden Inhuman city. Thanks for finding the entrance to this place, Knuckles." Sally thanked the treasure-hunter echidna.

"I'm the world's greatest treasure hunter. Finding strange portals in rocks that lead into a hidden city is what I'm good at." Knuckles boasted proudly.

"Are we allowed to even be here? Wouldn't our being here upset the Inhuman Royal Family?" Antoine asked nervously, touching his fingers together as he knows angering the Royal Family would lead to grave disaster to them if punishment comes from Black Bolt.

"Calm down, Twain. This city's abandoned. They won't notice. I think." Tails replied, a bit unsure himself.

"Doesn't change the fact we need to find that emerald fast. Knuckles, lead the way." Sally trusts Knuckles' ability to sense emeralds to lead them to its location in this large city temple.

"Got it. Follow me!" Knuckles takes the lead gliding through the air, slightly ahead of Tails swinging from moving rope vines, Sally relaxing inside a floating bubble, and Antoine scared for his life riding a water slide through the temple.

During the venture through the zone, Nicole pops up from her handheld to inform Sally of her little assignment she's been working on for a while, _'I am 75% done unlocking the encrypted data.'_

"Good work. Keep at it, Nicole." Sally replied.

"What is Nicole working on?" Knuckles asked the princess, having no clue what she's doing.

"Nicole managed to analyze Cyber's data when she and Spider-Man confronted him in cyberspace. His full data is _extremely _secured and almost impossible to analyze, but Nicole managed to, at most, acquire his biodata that'll hopefully give us an answer of his true identity once she's finished unlocking the encryption." Sally answered.

As they travel deeper within the water ruined temple, a mysterious red mist slowly envelops the area they're venturing in. "What's this? Mist?" Tails asked as he hovers in midair.

"No, this is magic. The Vapors of Valtorr. Must be an Inhuman booby trap." Knuckles recognized the magic spell.

'_Magic? Does it have to be magic?' _Nicole voices her annoyance with magic since, as a living computer program, has a hard time believing magic exists.

**BGM End**

**BGM-Sonic 3D Blast (Mega Drive) OST-Rusty Ruin Zone Act 2**

The Vapors of Valtorr blinds their perception and bursts Sally's bubble as they all fall down a big deep hole screaming. Tails and Knuckles grab the falling Sally and Antoine respectively to give them a safe landing inside a largely lit circular chamber with a foot-sized water pool.

"Where are we?" Tails asked.

"Looks like a chamber to fit another trap." Sally analyzed. The tactician becomes horribly right when crossbeams pop from the walls along with spiked walls revealing themselves, frightening the heroes. "I hate it when I'm right." Sally quipped through fear.

The crossbeams burst out the walls one by one trying to pound the dodgy Freedom Fighters. "We're gonna be ze pancakes!" Antoine jumped back scarily.

"There must be a switch somewhere that'll disable the traps!" Tails flies high to find any switch that'll disable the traps. The only thing he does find is a water stream pouring out from the spiked wall that knocks him down and slowly floods the area.

"Tails!" Sally shouts in concern.

"I'm okay! Gotta give it to the Inhumans. They make some impressive defense systems." Tails remarked as he gets up unharmed.

Knuckles jumps away from the crushing crossbeams while trying to find spots between the spiked walls to punch their way out, but the rising water is starting to make it difficult to search. "We're gonna get crushed and flooded if we don't find a way out of here! Times like this I wish one of us could teleport!" He scowled.

And right on que, the teleporting loyal dog of the Royal Family, Lockjaw, appears suddenly in the flooding chamber with the surprised Freedom Fighters. "BARK!" He barks before teleporting the heroes out of the booby trap.

**BGM End**

The heroes and Lockjaw got transported into another section of the zone that's hopefully not riddled with booby traps. "Huh. Um, alright. That's more like it, I guess." Knuckles remarked with a confused look.

Sally recognizes the teleporting royal dog, "You're Lockjaw, the royal dog to the Royal Family. If you're here, then that means…"

"Greetings, Princess Sally of the House of Acorn." The voice of a royal queen startled the Freedom Fighters as they turned around to be greeted by none other than Queen Medusa, with her sister, Princess Crystal, of the Royal Family.

"We're in trouble." Antoine mumbled, frightened that they got the attention of the Royal Family for possible trespassing.

Knowing she's before royalty like herself, Sally formally bows in forgiveness to the women of the Royal Family, "Queen Medusa! Thank you for sending Lockjaw to save us, and forgive us for trespassing through your city. We didn't mean to-."

Medusa puts her a hand to silently tell her to cease speaking, "It is alright, Princess Sally. We know you came here for a good cause, as such as us."

"Really?" Sally remarked, a little surprised they aren't in trouble for trespassing.

"Yes. We picked up life signs belonging to the Egg Army being here for an evil purpose, as well as an old enemy to the Royal Family, Lash." Medusa replied.

"Lash? Sounds powerful." Knuckles remarked.

"He is," Crystal speaks this time, "He is an Inhuman, transformed by the Terrigen Mist, that unlocked his powers to convert energy from various sources, capable of disintegrating a living being. His mission in life is to find all individual Inhumans and judge for himself whether they are worthy to live with their abilities or die."

Medusa continues, "I once defeated him and believed he would return for revenge."

"Why is he here?" Sally asked the Inhuman Queen.

"Same reason as you and the Egg Army I believe. Lash must've sensed the great power that suddenly appeared within these ruins a while ago and wants to claim it for himself." Medusa answered.

"It must be the Chaos Emerald he's looking for! We can't let him or the Egg Army get away with it!" Sally remarked.

"I agree. That is our mission. Shall we team up to apprehend our foes?" Medusa smiled as she asks the Freedom Fighters for their assistance in this mission.

"It would be our pleasure." Sally smiled back with a nod, shaking the queen's hand.

"Bark!" Lockjaw barks as if he smelled something suspicious.

"What is it?" Tails asked what Lockjaw smelled.

"He must've picked up Lash's scent." Crystal replied.

"Good. Lockjaw. Take us to our enemy." Medusa ordered the barking dog that teleports them to Lash's location.

* * *

**In the central chamber of Cascade Atarog Zone…**

**BGM-Marvel vs. Capcom 3: Fate of Two Worlds OST-Theme of Akuma**

Lockjaw teleports the Freedom Fighters and the Royal Inhuman women into a large chamber that's partially covered in vines and at the end has a large egg-shaped container that looks to have been punched through.

"This is the central chamber of Cascade Atarog." Medusa informed them.

"And look!" Sally points to a losing battle between the Tralius Egg Army led by Egg Boss, Maw the Thylacine, against a tall tribal-dressed man wearing no shirt revealing his brown skin, black hair, and menacing pure red eyes, making him look like Akuma from the Street Fighter universe. It's the Inhuman they have been looking for, Lash, devastating the Egg Army with powerful energy blasts that even easily destroys their super-badniks thanks to have already found the white Chaos Emerald to enhance his power immensely.

"Is that Lash?" Sally asked the Inhuman queen.

"Yes. And it would appear he has already found the emerald you were seeking." Medusa replied, confirming that evil Inhuman is Lash.

"You cannot hope to defeat me with your machines. You are not Inhuman. Get out of my sight." Lash uppercuts the beaten Maw away after destroying most of his army.

"Should've known we encounter an Inhuman here. Wasn't expecting one so tough…Ugh…Think this calls for a tactical retreat…" Maw holds onto his wounded arm before noticing the Freedom Fighters have arrived to the scene, "Let the Freedom Fighters deal with this monstrosity." He calmly grinned before escaping the ruins with his remaining men, leaving the heroes to deal with the stoic, yet powerful Lash.

"They're getting away!" Knuckles scowled, shaking his fist at the retreating Egg Army.

"Leave them! We have bigger problems!" Sally stopped him to focus on Lash, who is much more dangerous that Maw's army alone.

"Medusa. Sensed you were near." Lash stared at the queen of all Inhumans.

"Surrender the Chaos Emerald, Lash. Its power does not belong to you." Medusa demanded him to follow or else.

"It's power called me here. I will use its power to judge all Inhumans to see if they are worthy. Anyone who is not will be eliminated, and this time, the Royal Family will not stop me!" Lash powers himself up using the emerald, surrounding his body in a frightening whitish-blue aura. Lash summons multiple energy orbs of the same color to attack the heroes, forcing them to dodge his powerful attacks.

"Does this Lash have any weaknesses, your majesty?" Sally asked while avoiding his energy attacks and the collapsing debris thanks to them.

"Not exactly." Medusa strikes the evil Inhuman with her hair and grabs ahold of his left arm. Lash grunts as a burst of energy emits from his hand that cuts off her hair holding him to free himself, injuring Medusa.

"You are one ugly giant freak! My favorite punching bag!" Knuckles insults while attacking Lash with powerful punches that manage to hurt him considerably.

"You are strong for one so small, but not strong enough." Lash blasts with twin beams that knocks Knuckles away pass Crystal, who catches him with her tornado.

"Thanks." Knuckles thanked the Inhuman princess.

"No problem." Crystal smiled, then scowls as she confronts Lash. She fires a combined beam of water and fire that forces Lash to block with an energy shield, using it to absorb her energy and convert it into his own to counter with, hurling Crystal away.

"Energy attacks are no good! Let's go for a more physical approach!" Sally commands Antoine and Tails to join her after Lockjaw teleported them above Lash for an ambush, assaulting the tribal Inhuman with physical attacks he can't absorb and convert to his power. Medusa throws Knuckles with her long red hair so he could deliver one mean right hook that actually knocked him to a wall.

"Hmph. Not enough, to defeat me!" Lash powers up his fist to furiously punch the ground to summon pillars of powerful energy that strike from the ground and the ceiling to scatter the heroes.

"As long as he has that emerald, his energy is limitless." Tails remarked from his injuries from that recent attack.

"Then we just need to take it away from him. Knuckles. Crystal. Get under him! The rest of us will distract him!" Sally ordered them.

"Understood." Crystal manipulates the earth beneath them for Knuckles to burrow through with his equipped Shovel Claw. Everyone else do their best to keep Lash distracted and in position, much to his growing annoyance.

"No strategy will be enough to defeat me." Lash remarked, holding his own against the onslaught of attacks from the heroes.

"You sure about that?" Sally smirked.

At the same time, the earth shakes beneath Lash as an earth-surrounding Knuckles burrows out with one painful spiraling uppercut, "HRAAAAAAH!" His punch was so strong, it forced Lash to let go of the Chaos Emerald for Tails to catch.

"I have the emerald! Without it, he can't convert its energy into himself!" Tails said, saying Lash has become severely weakened without it's limitless energy.

"I am still strong enough to tear you all into pieces!" Lash scowled, now officially annoyed with their persistence.

"I'll be the judge of that!" Medusa secretly binds Lash with her thick hair while he wasn't looking to give the finishing blow to Knuckles and Crystal.

"HAH!" Crystal summons all her elements: Fire, water, earth, and air, and surrounds them all in a multi-colored fashion around Knuckles to enhance his strength through the elements.

"Get ready! MAXIMUM ELEMENTAL KNUCKLES ATTACK!" Knuckles glides at high speed, surrounded with the four elements to deliver one brutal punch to the gut of Lash, causing him to gasp blood as he is smashed through multiple walls before being sent flying out the chamber above a bottomless pit.

"NOOOOOOOOOoooo…" Lash screams as he falls into the bottomless pit, possibly never to be seen or heard from again.

**BGM End**

**BGM-Sonic Rush OST-Theme of After the Fight**

Knuckles and Crystal share a fist-bump for giving off a spectacular finish on Lash, "Ah right! That was perfect! We sure showed him!"

"Yeah! Piece of cake, right?" Crystal smiled.

"Thank you, Freedom Fighters, for helping us defeat Lash and fend off the Egg Army from polluting these sacred ruins." Medusa smiled, thanking the Freedom Fighters for their assistance protecting this hidden city.

"Lash seemed to have done the 'fending off' for us. We would thank him if he didn't plummet to a bottomless pit." Sally quipped.

"Ruff!" Lockjaw liked the joke that he gave a big lick of happiness to Sally.

"Ha ha! Easy, Lockjaw!" Sally petted the adorable big mutt. As she pets the Royal Family's dog, Nicole notifies her about the encrypted data about Cyber, "Go ahead, Nicole."

'_I've completed deciphering the encrypted data about Cyber.' _Nicole said.

"Deciphering Cipher. Like it." Sally grinned from the little joke.

Nicole chuckles a bit, _'Yeah, me too. Anyway, it's not much as I only was able to analyze his biodata. If this is correct, it's saying Cyber is really Doctor Otto Octavius!'_

"Doctor Octopus?!" Tails remarked, surprised that Doc Ock is their mysterious Cyber in disguise.

"You're saying Doctor Octopus is behind those 'cyber' attacks I've been hearing about lately?" Medusa asked the living AI.

'_That's what the biodata says.' _Nicole remarked herself.

"Hmm. I dunno about that. This doesn't fit his MO. But if it IS him, I could definitely see him working with Eggman using Cipher. Those two have worked together in the past." Sally pondered this new information, unsure if Cyber really is Doc Ock in disguise.

'_You're right about that, but according to my sources, Doc Ock is still locked up in the Raft. There's no way he could've been leading Cipher from his prison cell.' _Nicole remarked, stating Doc Ock is still in lock up.

"Maybe there's two Doc Ocks but one of them is a fake disguised as Cyber. Let's head back to the Sky Patrol and figure this out further when the others are done. Perhaps call Spider-Man for intel since he's our resident Doc Ock expert." Sally suggested.

"Want us to take you back home?" Medusa politely asked the Acorn princess.

"Sure. Thanks again for helping us find the emerald. It's been a pleasure working alongside you, your majesty." Sally once again shakes hands with the Inhuman Queen.

"Likewise. Lockjaw, take us home." Medusa ordered her dog.

"RUFF!" Lockjaw barked, teleporting the united group out of Cascade Atarog Zone with the sixth Chaos Emerald and potential new information in regards of Cyber's true identity.

**BGM End**

* * *

**BGM-Sonic Forces OST-Fist Bump Instrumental (Tee Lopes Unofficial Remix)**

**KFX Here: The emerald hunt is almost over. Just one more left to find. I should note: The Lash that appeared in this chapter is NOT based off his "Marvel's Agents of Shield" incarnation. This Lash is moreso based off his original comic book incarnation that looks like Akuma. I'm not kidding. Look up Lash from the comics. He's basically Akuma from the Street Fighter universe. I'm also teasing a new gadget and suit for Spider-Man that he won't use until Act 3. What's the new suit? I'll give you a hint: It's NOT from Far from Home!**

**Next time: Get ready to bingo with Sonic's team! Guest-starring Scarlet Witch, Hawkeye, and the Wasp.**

**Question of the Chapter: Who is our favorite Inhuman and why?**

**BGM End **


	18. Act 2 Issue 6: Bingo Party

**BGM-Sonic Adventure 2 OST-SA2 in the Groove**

**Tails: My name is Miles Prower, but everyone calls me Tails. Sally led our team through an abandoned city of the Inhumans to find the next Chaos Emerald. We thought we were in trouble for trespassing when Queen Medusa and her sister, Crystal, showed up, but instead they needed our help to stop an enemy to the Royal Family. His name was Lash. He got his hands on the Chaos Emerald, but with all of us working together, we took him down. I think that makes six emeralds now. Come on, Sonic! Find the last emerald!**

**BGM End**

* * *

_Act 2 Issue 6: Bingo Party_

**En Route to Vegas City**

Through the skies is one of the Avengers' famous Quinjets flying high towards Vegas City on important Avengers business. Hawkeye's driving the jet while his teammates for this mission, Scarlet Witch and Wasp, sit on the passenger seats. They approach above the beautifully colored, nighttime city where Wanda and Janet are utterly amazed of its many casinos and the numerous advertisements of Breeze Media.

"This city just looks beautiful at night. Think we should go to the casino once we're done?" Wasp asked, gazing out the window.

"Sure, if the city's still around." Hawkeye quipped. The archer notices the jet receiving a call from Captain America and answers it, showing the captain on a holo-screen to speak through, "Here, Cap."

'_Have you arrived at Vegas City yet?' _Cap asked him.

"We're about there. But remind us again why we're doing this?" Hawkeye asked, wanting to be reminded of their mission.

Cap shows images of two very familiar villains: A being made entirely of purple energy wearing just a purple helmet with no mouth, and the other villain in the red suit has a sound converter for his right hand, _'We got intel the Living Laser and Klaw have been hired by the Soumerca Egg Army to assist searching for a Chaos Emerald somewhere in Vegas City and are causing quite a ruckus. I want you three to stop them and secure the emerald before anyone else gets hurt.'_

"Why can't we just leave this to the Freedom Fighters? Eggman's their clown of a baddie. Why do we need to do their job?" Hawkeye remarked quite arrogantly as usual with him.

Wasp raises a curious eyebrow at Clint, "Uh, because he's a worldwide threat? Worked with Hydra to attack the UN? Unleashed god monsters and can create machines capable of sucking life out of the planet as if he's Galactus?"

"Okay, I get it! He's one rotten egg that needs crackin'!" Hawkeye retorts that gets a giggle from the insect hero.

"I also want to talk to the Freedom Fighters about Eggman. I have a hunch this Eggman is an imposter." Scarlet Witch remarked.

"Is this related to where Thor went?" Hawkeye asked.

"Yes. He went to visit the Collector to confirm if Eggman has escaped or not. If he's still imprisoned, then that confirms my suspicions. We should be hearing from him pretty soon." Wanda replied.

"In the meantime, let's go play some compulsive gambling with his army, fake egghead or not!" Hawkeye boosts the jet ahead to find an area to land in Vegas City, somewhere near the Bingo Highway area where all the action is currently happening.

* * *

**BINGO Highway, Vegas City**

**BGM-Team Sonic Racing OST-Bingo Party**

"Ha ha! BINGO! I'm lovin' this party!" Sonic grinned joyfully while beating down the Egg Army on BINGO Highway, a highway in Vegas City that also acts as a casino area with pinball tables. Sonic is working with Rotor and Bunnie as part of Team Fighters to defeat the Egg Army that have infiltrated the city to collect the last Chaos Emerald, even if that means tearing through the city to get it.

"You havin' fun, sugah-hog?" Bunnie asked the blue blur while she blasts away a couple of Egg Soliders off the highway.

"Of course. This has always been one of my favorite zones. Must be because I picked up a gambling addiction from the casino zones I've visited." Sonic replied, homing attacking Gun Flappers and Spinner badniks above the high-speed BINGO slide he drops down to play BINGO by collecting the highlighted number chips while destroying more badniks.

'_Don't want you to ruin your fun, but I want you to hurry dealing with those hooligans.' _Breezie contacted Sonic through his comms.

"Hooligans? I don't see them." Sonic joked while continuing to play bingo while fighting the army.

'_Cute. Somehow, the Egg Army has hired powerful help that's overwhelming my security. I haven't gotten the time to upgrade it, so it falls to you to deal with them.' _Breezie politely orders Team Fighters to deal with the Egg Army and drive them out of the city.

"Hehe. Anything for you, madam." Sonic grins, jumping to smash-spin a Klagen bot.

"Why are we helping Breezie? We KNOW she's into shady stuff." Rotor asks while swinging his fist on several cyborgs at once.

"Maybe, Rote, but the Egg Army's the bigger problem. We need to take care of them and get that emerald." Bunnie hover over floating dice blocks to blast the Falco bots.

Sonic rolls down a bingo slide and hits a pinball flipper that sends him in the direction of a ramp that'll take him to another number chip in midair earning a bingo. "Bingo! I got another bingo!" Sonic cheered, noticing too late he got blasted by a sound blast that knocks him to his team's platform.

"Bingo." Approaching Team Fighters is Ulysses Klaw, the criminal sound master that blasted Sonic with his Sonic Disruptor hand.

"Okay. Who just ruined my fun time?" Sonic scowled as he gets up confronting Klaw.

"Ulysses Klaw. The Eggnet data did say he and Living Laser were hired by the Egg Army for this mission." Rotor explained.

Klaw puts his normal hand on his earpiece to talk with the leader of the Soumerca Egg Army, Thunderbolt the Chinchilla, "This is Klaw. Confronted the targets."

'_Good, good! Keep them busy! We're close to the emerald!' _Thunderbolt replied joyfully for being a massive Eggman fangirl.

"Whatever. Just doing this for the money." Klaw fired another sonic blast at the mobian heroes, forcing them to scatter and dodge individually. Klaw focuses his attention on Sonic, doing his best to blast the speeding hedgehog off the road. "Can't run from sound, hedgehog!" He taunted.

"Yes I can! I constantly break through it! Want me to demonstrate?" Sonic performs a boost, temporarily breaking the sound barrier to tackle Klaw and send him flying skipping on the rotating dice before he recovered himself by using his sonic blasts to hover and land safely on another platform. Rotor punches Klaw the second he saw the chance before getting blasted by his sonics. Bunnie fires from the air that got Klaw on the defensives. He went into hiding as he spotted the other two vastly approaching him.

"Time to turn it up a notch. Can't wait your screams!" Klaw powers up his Disruptor and fires it on the floor, unleashing a powerful sonic shockwave that not only knocks the heroes back but forces them on their knees trying to block the ear-bleeding sounds of his sonics.

"Turn it down! We don't like this kind of music!" Sonic joked, covering his ears from Klaw's sonics.

"What was that?! I can't hear you over the sound of your ears popping!" Klaw chuckled.

**BGM End**

**BGM-Ultimate Marvel vs. Capcom 3OST-Theme of Hawkeye**

Just as the sound master prepares to finish off Team Fighters, a sudden electric arrow was fired on his Disruptor, "Huh?" before it electrocutes it and him, disabling his weapon thus freeing the heroes from the pain of sound.

"Yeah. Eat your heart out, Robin Hood." The quippy Hawkeye drops down behind the Freedom Fighters with Scarlet Witch and a tiny Wasp hovering by his side.

"The Avengers!" Rotor was delighted to have back up in the form of Earth's Mightiest Heroes.

"Mind if we have some fun, Freedom Fighters?" Wanda asked the mobian trio.

"Sure! A party's more fun with surprise guest stars!" Sonic grinned, accepting the Avengers' help to defeat Klaw.

"I did NOT sign up to fight both the Freedom Fighters AND the Avengers! They don't pay me enough!" Klaw complained he's fighting two groups comprised of the world's greatest heroes.

"I'm surprised you get paid at all." Wasp quips, using her stingers to fire powerful bio-electric blasts that pains Klaw, flying around him as a tiny hero that makes it harder to attack.

"Keep him there, Wasp!" Sonic charges up the finishing Spin-Dash that puts an end to Klaw's antics, knocking him out cold, "Aaand bingo! Again!"

**BGM End**

**BGM-Team Sonic Racing OST-Narrative Cue: Meeting Team Vector**

With Klaw defeated, Team Fighters take a minute to speak with the Avengers about their sudden appearance. "Hey Avengers. Decided to drop by to challenge us to a little bingo game? Let me warn ya, I won't go easy on ya!" Sonic joked to them.

"If we weren't here on serious business, I would TOTALLY whoop your ass in bingo." Hawkeye quipped.

"Ha. For real?" Sonic grinned.

"I may not have fast feet, but I am quick on the draw on any game." Clint remarked snarkly.

"Are you guys here because of the Egg Army?" Rotor asked the Avengers.

"Yup, and to take in Klaw and Living Laser, as well as talk to you about a suspicion I have about Eggman." Scarlet Witch replied, getting their interested about her Eggman suspicion.

"Eggman? What about him that we don't know about?" Sonic asked curiously.

**BGM End**

**BGM-Team Sonic Racing OST-Narrative Cue: Emergency**

Before Wanda could tell them regarding Eggman possibly being an imposter, a huge spike of purple energy erupted somewhere close by in BINGO Highway visibly to the eye. "What in the world?!" Bunnie remarked, surprised by this spiked energy.

"I sense a huge spike in energy in that direction! I believe it's the Living Laser, and the Chaos Emerald!" The scarlet sorceress sensed.

"A madman made of pure energy found a gem of infinite energy! That's at least not good!" Hawkeye joked about the dangerous situation they're in.

"According to my scanner, his energy is already messing with the power grid of BINGO Highway, causing everything to go in flux!" Rotor checked his Miles Electric for what Living Laser is doing to the zone, messing its energy levels, switching lights on and off spontaneously, everything energy-based in the area.

"Guess we'll talk about Eggy later! Let's move, gang!" Sonic rushes off into the source of the problem, followed by the rest of Team Fighters and the Avengers.

**BGM End**

* * *

**Robot Carnival Arena, BINGO Highway**

**BGM-Sonic Heroes OST-Monkey Business**

In a circular arena floating somewhere in BINGO Highway, Egg Boss Thunderbolt smiles evilly inside her Exo-Battlesuit, that resembles the Egg Breaker, watching below the arena where Living Laser's energy is affecting the entirety of the highway as he adjusts to the red emerald's power.

"_Aaaaah yeah, baby! This thing feels GREAT! So much energy coursing through me I'm afraid what would happen if I'd burst!" _Living Laser's loving his increase in power thanks to the Chaos Emerald.

"**Test it out on this miserable highway before we leave. Lord Eggman will be quite pleased when I return to him personally with a Chaos Emerald." **Thunderbolt rubbed the hands of her robotic suit together gleefully with an evil smile, ordering Living Laser to use his enhanced strength to blow up BINGO Highway and put a serious dent in Breezie's company.

Suddenly appearing behind the startled Egg Boss are Team Fighters and the Avengers here to kick her and Living Laser's butt and take back the emerald, **"Aaah! Wasn't expecting the Avengers to show up with the Freedom Fighters!"**

"Yeah, so if you want to avoid an embarrassing butt-whooping, you better give us that emerald, furball!" Sonic threatened the Egg Boss.

Thunderbolt replies with a malicious smile accompanied with a sinister chuckle, **"I don't think so! Living Laser! Show them your power!"**

"_If you say so, fuzzball! RAAAAAAAAAH!" _Living Laser yelled, using the emerald's power to increase his energy and height. He grows into a purple giant of himself floating next to the arena behind a smiling Thunderbolt, laughing manically alongside her that quickly puts the heroes on-guard.

"Somebody has been taking their vitamins!" Hawkeye joked.

"The chaos-filled variety." Sonic quipped, preparing to take on the Thunderbolt and the giant, Chaos Emerald-charged Living Laser.

**BGM End**

**BGM-Sonic Heroes OST-Robot Carnival/Robot Storm**

"**Let's get them!" **Thunderbolt points Living Laser to attack the heroes.

"_EHEHEHE! I'M SUPER-CHARGED UP NOW! YOU CAN'T WIN, LOSERS!" _The Giant Living Laser fires a supped-up photon beam from one hand the heroes were able to avoid.

"I sense the emerald's power within him!" Scarlet Witch fires multiple Hex Bolts to attack the super-powered super villain.

"Then we'll just have to beat it out of him! I'm good with that!" Bunnie flies around, firing lasers on Laser's head.

"We're gonna pull the plug from you, Sparky!" Sonic delivers a Spin-Attack that barely fazes the energy behemoth.

While those three try their hand dealing with the powered-up Laser, Hawkeye leads the assault against Thunderbolt with Rotor and Wasp by his side dodging her electric beams. "That battlesuit's a little too big for a toddler!" Clint mocks, firing a single, highly damaging arrow at her exo-suit.

"**I AM 23 YEARS OLD, YOU STUPID ARCHER!" **Thunderbolt retorted loudly.

"Certainly don't sound 23." Wasp quipped, firing her stingers to help Rotor get up close to swing a heavy right hook.

Thunderbolt growls, **"You DARE touch my suit?! Lord Eggman built this for me personally because I'm his most loyal servant!"**

"One that is very obsessive." Rotor quips with deadpan eyes, earning himself an electric punch in the gut.

"Move, Walter!" Hawkeye called out to Rotor to get out of the way from his special move. "Super scatter shot!" The avenging archer fires numerous arrows with explosive tips into the air, which all rain down on the Egg Boss.

"**Hah!" **Thunderbolt mocks him by activating her electric barrier to protect herself from his arrow rain, **"Have any **_**more **_**tricks up your sleeve?"**

"Yeah, Hawkeye, what more tricks do you have in that quiver?" A surprise tiny Wasp suddenly leaned next to Thunderbolt inside her mech suit, terribly frightening the chinchilla.

"**How did you get in here?!" **Thunderbolt shouted by her surprise appearance.

"Through a tiny hole in your armor while you were distracted." Wasp smirked, firing multiple stings on Thunderbolt and her suit's controls, short-circuiting it that forcefully ejects her out while her powerless suit topples down motionless.

"NOO! That was a gift from Lord Eggman!" Thunderbolt then growls with fury as she charges up a powerful electrical blast from her cybernetic body, "Then in that case, I'll just blow you all away-!" Then out of nowhere comes Rotor interrupting her by grabbing her like a squeaky doll and casually throws her to Hawkeye, who freezes her with an ice arrow.

"Well, that was easy." Hawkeye casually joked, forgetting the more dangerous threat which is the tremendous power sparking out of the giant Living Laser's body as he continues fending off Scarlet Witch, Sonic, and Bunnie.

"SHE was. I doubt HE belongs in the same category." Rotor quipped, before rushing over to assist their friends against the super-charged Living Laser.

"Ergh! I should be able to remove the Chaos Emerald from his body to weaken him! Give me time to locate it first!" Scarlet Witch grunted, shielding herself in a mystical barrier from Laser's powerful mouth blast.

"We gotcha, Scarlet!" Sonic jumps high and constantly delivers high-speed Homing Attacks all over Laser's giant body, annoying him greatly.

"_YER WASTING YOUR TIME! NOTHING HURTS ME ANYMORE! NOT WHILE I HAVE THIS EMERALD!" _Laser remarked, then receives a painful blast to his eye by Bunnie, _"OW!"_

"You certainly got hurt by THAT, huh, laserman?" Bunnie smirked mockingly. Laser growls as he fires multiple lasers at her, with a couple managing to almost knock her off the arena if Sonic didn't quickly appear to save her. "Yer a true gentleman, you know that?" The heroic cyborg winked at the hedgehog.

"Always am!" Sonic quipped.

Those that just defeated Thunderbolt launched their own assault against Living Laser, giving Wanda the time she needs to locate the precise location where he absorbed the Chaos Emerald into his body. "Found it! Not a problem for a sorceress of 'chaos' magic to find a 'Chaos' Emerald!" The magical mutant opens a portal made from her chaos magic to launch an energy rope that pierces into Laser's body, hurting him greatly as she feels the emerald inside him.

"_AAAH! WHAT ARE YOU TRYING TO PULL?!" _Laser retorted, feeling the emerald slowly being pulled out of his body. Knowing he'll be left severely weakened without its power, Laser does his best to keep it inside him, competing with Wanda in a sort of tug-a-war for the Chaos Emerald.

"I assist ya, Wanda-girl!" Bunnie flies by Wanda's side and tugs on the energy rope with her to assist pulling out the Chaos Emerald. With the other heroes distracting Laser with their various, erratic attacks, it was enough for him to lose concentration and lose the Chaos Emerald from his body as it is flung into Sonic's hand. Without the emerald powering him up, the Living Laser returns to his normal size, still strong, but incredibly weakened.

"_What did you do to me?!" _Laser asked the heroes.

"Like I said, we're pulling the plug!" Sonic quipped, using the emerald's power to charge up a super-charged Spin Dash that defeats the Living Laser once and for all.

**BGM End**

**BGM-Sonic Rush OST-Groove Rush #3**

Sonic does a little victory breakdance for their victory against Thunderbolt and the Living Laser and recovered the final Chaos Emerald, "Woohoo! That was fun! Can we try this again? Hahaha!"

**BGM End**

**BGM-Sonic Rush OST-Theme of After the Fight**

"Ha! You're not brash if you can back it up! Next time I'll throw rocks. Maybe then you'll have a fighting chance." Hawkeye mocked his defeated opponents.

"If everyone else did their missions perfectly, then that means we have all seven Chaos Emeralds!" Rotor smiled from scoring a big win today.

"Nice job, guys!" Wasp congratulated the Freedom Fighters for successfully securing all the emeralds for the heroes.

"Hehe." Sonic chuckled, tossing his emerald up and down at the exact time a rainbow beam hit the arena and teleported in Thor back to Mobiant Earth. "Thor? What are you doing here?" Sonic asked the god of thunder of his sudden appearance in BINGO Highway.

"Greetings, my freedom fighting companions. I see you have won the day. I come with urgent information regarding Dr. Eggman." Thor greeted them.

"That's right. You were gonna tell us something about Eggman." Sonic turned to Scarlet Witch as he remembered their earlier conversation before they were cut off to battle Living Laser.

"That's right. I have reason to believe the Dr. Eggman we've been facing these past few weeks is nothing more than an imposter." Wanda revealed a big shocker to the Freedom Fighters.

"What?! Yer sayin' Eggman's a fake?!" Bunnie remarked.

"Aye. It is true. I went to confirm with the Collector myself. The villainous doctor is still imprisoned in his Iso-crystal cell ever since the Contest of Smashers ended months ago." Thor said.

"If that's true, then, who's the fake Eggman we've been dealing with lately?" Sonic asked.

"Forgive me. I do not possess the answer." Thor replied somberly.

"I could definitely see this fake Eggman possibly working as Cipher's secret partner." Rotor pondered.

"The plot thickens." Hawkeye joked.

"We should probably check in with Sal and the others if they might've learned anything." Sonic suggested.

"Whoever this imposter is, they don't possess a mind or a soul. Just a mighty spirit that is very cunning and dangerous that could put the whole world at risk." Wanda remarks what she sensed from this fake Eggman.

"Doesn't sound too different from what we're used to. Thanks for the tip, Avengers. Let's keep in touch if either of us learn something new about our fake egg." Sonic replied.

"Sure. We'll contact you on speed-dial." Wasp joked with an adorable smile.

Sonic chuckles, "I'm liking you guys more every day!" He compliments the Avengers before Team Fighters head out on their Extreme Gears back to the Sky Patrol with the final Chaos Emerald in their grasp.

**BGM End**

* * *

**Elsewhere…in Arsenal Pyramid**

"…**And all flotillas are heading into position." **Orbot informed "Eggman" in his pyramid base about something very mysterious and secret that not even the heroes with their stolen Eggnet data knows anything about.

**BGM-Sonic Unleashed OST-Eggman Land -Theme of Eggman**

"Excellent. Signal my personal flagship." The fake Eggman stands proudly up from his chair with a big sinister grin on his face. "It's time for me to join the Egg Fleet! It's time for me and Cyber to move on to the next phase of our master plan! Initiate Operation: STREAM!"

**BGM End**

* * *

**BGM-Sonic Forces OST-Fist Bump Instrumental (Tee Lopes Unofficial remix)**

**KFX Here: The heroes have all the Chaos Emeralds, but will even their power be enough against Cyber and Neo as they move on to the next stage of their ultimate plan with full confidence? What is Operation: Stream? Why did Neo Metal Sonic summon the Egg Fleet? The prelude to the 4-part Act 2 Finale begins next chapter!**

**Next time: Operation: Stream is a go! Phase 1 – Revenge on J Jonah Jameson?**

**Guest: The Battle for Remnant rewrite will come sometime during the 3****rd**** year anniversary of the United Heroes Series.**

**Question of the Chapter: If you played Sonic Heroes, what are your thoughts on Casino Park and BINGO Highway?**


	19. Act 2 Issue 7: Death to J Jonah

**BGM-Sonic Adventure 2 OST-SA2 in the Groove**

**Sonic: I'm Sonic. Sonic the Hedgehog! We got the last emerald! Gotta thank our Avengers pals for lending a hand. What? You're saying Eggman might be an imposter? If that's true, then who is he really? Could they be Cipher's secret partner? We gotta solve this mystery soon. Wonder what their next big plan is?**

**BGM End**

* * *

_Act 2 Issue 7: Death to J Jonah_

**Throne Room, Cipher's Base**

**BGM-Mega Man Battle Network 5 DS OST-Theme of Nebula **

Cyber Mecha Spider-Man sits in his metal throne, a sinister techno chamber crossed with cyberspace, as if a part of the digital realm materialized into the real world, resulting in a digitized atmosphere. The floor is metal while the surrounding background color continuously changes from a calm menacing blue to a dark and sinister crimson color accompanied with small floating cubes.

The metal Kingpin waits patiently from his throne until his six Cipher commanders were called to meet him in his throne room: Scorpion, Tyrian Callows, Captain Jackal, Hazel Rainart, Arthur Watts and Alistair Smythe.

Cyber calmly greets his commanders as he explains his next plan to them, **"Gentlemen, welcome. I'm sure you are aware why I called this meeting. Operation: Stream has been initiated. My partner has mobilized his fleet and is heading to the designated location that'll attract most of the hero populace, leaving New Vale City mostly defenseless. During which, we will begin our part of the plan momentarily. This next phase must go accordingly. You all have a role to play and you must execute them perfectly. I do want to remind you that **_**failure **_**is not an option."**

Callows chuckles through his teeth, "I can't WAIT to get out there! I'm really ITCHIN' to kill and cause some INSANE mayhem!"

Gargan chuckles sinisterly too as his tail slithers up beside his head, **"Today's gonna be a fun considering what we're doing. People are gonna suffer, and I'm going to enjoy it."**

The mercenary jackal laughs as he holds out his sword while covering his left yellow eye, "All this time I've been going through the motions that I've grown quite tired of the world as it is. At first I thought this would be a normal gig, but when I heard the full story of your plan, I'm dedicated to help you change this pathetic world."

"Shall we soon get started then? Those Spider-Slayer Hunter bots I deployed will only distract Spider-Man for a little longer." Watts remarked with his hands cupped behind his back.

"**Yes. Get the copter ready to be mobilize with the troops." **Cyber ordered the former Atlas scientist.

"Should be almost done, Lord Cyber." Arthur tightens his tie.

"Finally is the day I will enact my revenge against Ozpin, and I wish you luck on your assignment, Doctor Smythe." Hazel wished the cybernetic scientist on his revenge plot as well, finding sympathy with Smythe since both suffer family losses thanks to certain "evil" men they could never find in their heart to forgive.

"I wish you luck too. We have BOTH waited for this day for a LONG time. For TOO long he has remained with the living after disgracing my family! The Smythe family! I will have vengeance for the death of my father! Today's the day, J Jonah Jameson DIES!" Smythe declared, swearing vengeance on the prime person he blames for his father's untimely death, J Jonah Jameson.

**BGM End**

* * *

**Manhattan, New Vale City**

**BGM-The Amazing Spider-Man Game OST-Combat**

'_PARKER! WHAT THE HELL ARE YOU DOING?! Where are those pictures of Spider-Man rampaging through the city with his flying squid bots!' _Jonah Jameson yells out his 'wonderful' personality through Peter's Bluetooth, clueless his heroic photographer is currently tangling with three of Cipher's new flying drones through the city. New Spider-Slayer models, referred to as "The Hunter", are squid-like S-Bots capable of flight and firing bursts of electricity targeted at the webslinger. The lead Hunter is colored red while the other two are blue-colored, all capable of easily outrunning Spider-Man, but that won't stop him from catching up.

"Sorry, JJ! Just having trouble getting the perfect angles!" Spidey quipped, latching onto a blue Hunter to punch through and rip out its cords.

'_They better be the best damn angles! We're on a DEADLINE, kid! GET ME THOSE IN THE NEXT 30 MINUTES OR YOUR FIRED!' _Jameson ended the call right then and there as Peter destroys the first Hunter.

"It's never easy with that guy. Neither is this." Spidey swing pass the blasts from the remaining two Hunter units. "Was working several hours with Max completing my new suit and Web-Shooters and left them back in the apartment in case I need them. Then I swing out here minding my own business when all of a sudden these squid bots came after me!" Pete zips onto the second Blue Hunter and launches his Taser Webbing to electrocute it into bits, "Probably sent by Cipher! I'm starting to think they're getting a little annoyed with me!" He then Web-Strikes onto the remaining Red Hunter and latches on its head, using his strength to twist and turn it and then rips it off and throws it away, jumping back as the headless Hunter crashes into its own destruction.

**BGM End**

Spider-Man checks the wreckage of the Hunter using his mask's lens scanners to scan for useful information about it and his enemies, "Yup. This tech is starting to look VERY familiar. This was definitely a Spider-Slayer created by Smythe. Designed a little differently so I wouldn't notice right away. Probably working with another looney scientist. So he IS working with Cipher. Between this and learning from Scarlet Witch that Eggman's possibly an imposter is making me wonder what's Cyber's true identity, and what are his real motives. He obviously wants me out of the picture. That's why he hired Smythe among those other crazy super villains."

Peter leaps onto a nearby rooftop to answer a phone call from Mary Jane, "Hey MJ. Sorry I couldn't answer earlier. What did you wanted to talk about?"

'_Just that I'll be hanging with the gang at Beacon today. Wanna come join us and have fun?' _MJ asked.

"As soon as I can. I'm on the clock right now or else Jameson will fire me." Peter replied.

'_Gotcha. I'll see you soon.' _MJ hangs up the call.

"I'm definitely in the mood to relax for the rest of the day after almost having a heart attack thinking Max Modell figured out my secret identity, but instead thinks I'm just Spider-Man's tech boy, which is partially true. Better head to the Bugle and send these pictures before Jameson throws a riot, which he'll probably do anyways." Spidey jokes, spinning out a webline to swing on towards the Daily Bugle.

**BGM-Spider-Man 3 Game OST-The Mad Bomber #1**

It took a few minutes swinging through the city for Spider-Man to arrive at the Daily Bugle rooftop building. When he goes to his favorite hidden spot to change clothes, his Spider-Sense tingles for some mysterious reason. "Why is my Spider-Sense tingling? Is someone here?" He asked before a loud boom surprised him.

He went to investigate where the explosion came from to quickly realized someone blew a hole into the Daily Bugle. It's Cipher. They blew up a hole into the top floor of the building where J Jonah Jameson, Betty Brant, Robbie Robertson, and the dozens of other staff are horrifyingly confronted by cyber thugs, cyber robots, and jackal thieves led by Captain Jackal, Scorpion, and a grinning Smythe.

"Is that Smythe with Scorpion and that jackal captain? What are they doing…Oh no! Jameson! They're here for Jameson!" Spider-Man realized Smythe's plan, remembering Smythe hates Jameson as much as he hates Spider-Man for the death of his father, Spencer Smythe. Meanwhile, Scorpion hates Jameson as he blames him for endorsing the experiment that turned Gargan into the insane super-criminal that he is today, forever trapped wearing his armored suit. Both have teamed-up working under Cyber's orders to eliminate Jameson and all he stands for.

Smythe points his finger to get Gargan to capture Jameson with his tail and take him to the black helicopter piloted by Arthur Watts. "Set the bombs and let's get out of here! Don't let ANYONE leave this place alive" Captain Jackal ordered his goons.

The jackal mercenary leaves to the helicopter along with Smythe and Gargan with the captured Jameson as their men set three cybernetic bombs inside the Daily Bugle that'll blow it to hell in a few minutes. It's time for Spider-Man to play his hero thing. He leaps into the burning office floor just in time to see the thugs holding Betty Brant hostage.

"Guess what fellows? Your shift's over. Time to punch out!" Spidey quipped. The webbed hero blinds the thugs with webbing to leave them open to a jump kick to the face, saving Betty. "Betty, you okay?" He asked the beautiful secretary.

"I'm fine!" Betty replied hurriedly.

"Spider-Man, the bombs!" Robbie rushed to the wall-crawler to remind him there are three bombs that need serious deactivating.

"I know! Get everyone out of the building!" Spidey ordered.

Robbie and Betty helps the remaining Bugle staff free and get them to safety. Meanwhile, Spider-Man clears out the Cipher goons blocking his path to the bombs. "These are cybernetic bombs! Seems I could only deactivate them from cyberspace! I gotta hurry! Don't have much time left!" Peter jacks-in into the bombs' cyberspace one by one as quickly as he can before one of them could go off. Cyber security was pretty tough, but they were no match for Spidey and his skills. As the timers reach 30 seconds before they blow, Spider-Man was successful shutting them all down before jacking-out.

"That was close." Spidey wipes the dust from his arms before noticing Betty is still around to tell him more urgent news.

"They took Mr. Jameson! You have to save him!" Betty urged him to save his worst fanboy. Despite him being a massive jerk, even Jameson doesn't deserve to die by the hands of true maniacs. Before Spider-Man could do anything, he sensed Smythe's helicopter fired two rockets to kill him and Betty. Spider-Man grabbed her and jumped out of the way from the exploding rockets.

* * *

**Inside Smythe's Helicopter**

Inside the escaping helicopter, Jameson sits as he's confronted by his worst enemies, Smythe and Gargan, with Captain Jackal and Cipher goons watching while Watts focuses flying the helicopter. "Smythe?! Gargan?! You two are working with Cipher?! What do you want with me?!" Jameson asked, arrogantly clueless as he should have a good guess why they kidnapped him.

"Isn't it obvious?! Revenge for the death of my father!" Smythe retorted with a very angry tone wrapped around his voice.

"Your father killed himself experimenting with radioactive material to create his Spider-Slayers!" Jameson retorts back fearlessly.

"Spider-Slayers YOU funded for your personal vendetta against the Wall-Crawler!" Smythe shouts angrily, continuing to blame Jameson for his father's death.

"**You also funded the experiment that turned me into THIS! Trapped me in this SUIT! Ruined my LIFE! And now you're going to PAY!" **Scorpion hissed at Jameson.

"Get over it, Gargan!" Jameson stood up to the villains, not scared of them at all before a cyber thug pushed him back to his seat.

* * *

**Outside…**

"Looks like those black helicopter conspiracy theories were right." Spider-Man jokes, right on their tail swinging at full speed to rescue Jameson from Smythe.

* * *

**Back in Smythe's Helicopter**

Watts receive a ping from the copter's radar that Spider-Man is headed for them. "Gentlemen. It would seem we have an incoming bug problem." He informed his associates.

"He might have saved the city, but he's not going to save you," Smythe latches an explosive neck collar around Jameson's neck, "When that electric necktie gets far enough away from this transmitter…ZAP! Even if Spider-Man catches you, you'll both light up like _Time Square_."

"Catches me?!" Jameson is highly confused, glancing around if they're kidding or not of what they are implying, but it looks like they are very serious.

**BGM End**

* * *

**Back with Spider-Man outside…**

Spider-Man swings over and dodges the missiles the helicopter is firing to slow him down. "Have anything faster for me to dodge? These things are too slow! Ah great, I'm starting to sound like Sonic." He joked.

His joking stopped when he spotted two Cipher thugs throwing the collared Jameson out of the helicopter screaming, "AAAAAAAAAAAAAH!" Spidey hurried to Jameson's rescue, whether he liked it was from him or not, and lands them both down safely on a sidewalk.

"You okay, jollystache?" Spidey joked, but JJ has no time for his jokes and urgently needs his help

"Follow that copter! If it gets too far away, this collar will electrocute us both!" Jameson hurried.

"What a shock. Reminds me of the time we were handcuffed together with a bomb by Smythe's father. Ah, memories." Peter quipped.

"No time for jokes, wall-crawler! Hurry to that copter before we're both DEAD!" Jameson retorted.

"Alright, alright! Hang on, JJ. I'll purposely try not to make this ride so bumpy." Spidey grabs onto Jameson and zips back into the sky to swing-chase Smythe and his copter before they get too far away or he and Jameson are fried. But why does it seem Smythe is leading Spider-Man to a trap, or at least a distraction, far away from Beacon Academy?

* * *

**Meanwhile…Beacon Academy**

**BGM-Sonic Unleashed OST-Apotos Day**

The students over at this huntsmen school are entirely clueless of what's happening in the city involving Cipher and Jameson and are simply relaxing the day through. Team JNPR is seen playing frisbee, with Jaune and Pyrrha on one side as Pyrrha throws the frisbee to Nora and Ren's side for Ren to jump up and catch. Ruby, Weiss, Yang, MJ, and Aracely unknowingly walk past them touring the school.

"Glad classes are done for the day. Thought Ms. Greene's class would never finish. So, what should we do to past the time?" Yang asked her little group how they should spend the rest of their day.

"Walk around. Relax. Hangout. That's good enough for me for now." MJ quipped.

Aracely has been in New Vale for a while with Kaine since her kidnapping by 'Kraven' and is delighted to have a chance to fully explore Beacon Academy for the first time, cheerfully taking in the sights, the different buildings, your standard tour, "I never got the chance to explore your school. It's so big! Think I should apply here next semester?"

"Yeah! We don't exactly have a lot of telepaths as students, especially reincarnated demigods!" Ruby remarked joyfully, would be extremely happy to have her telepathic Mexican friend to join her school.

Weiss grunts as she face-palms and mumbles, "The last person I want joining this school is a Mexican-version of Ruby with telepathy."

The gang soon walk close enough to that of a monumental tower that looms over them and the sparse trees growing around the crossroads below. "Why does your school have a tower this big?" Aracely asked the Beacon students.

Weiss answers, "It's the CCT Tower, the Cross Continental Transmit System. Beacon's own little private network. On Remnant, they allowed the four kingdoms to communicate with one another wirelessly over large distances. But since the Convergence, we have satellites that does that for us."

"Do you guys still use it?" Aracely asked her.

"Well, yeah. It's a useful backup in case satellites get blown out of space, which are BOUND to happen because of all the craziness that exist in this world, i.e. Iron Man battling the Living Laser and left the whole country networkless for a whole week." Weiss remarked.

"Let's _not _relive those horrible times." MJ quipped.

"I missed an episode of Dancing with the Stars!" Weiss remarks as they continue walking.

"Didn't you record it?" Ruby remarks herself so casually.

"I prefer watching it live!" Weiss retorts.

**BGM End**

**BGM-Breath of Fire III OST-Dragon Slayer**

Unknown to Team RWBY, and to Beacon Academy as a whole, they are about to go through one of its worst days ever, and it all begins inside the CCT Tower. Beacon students in uniform are contacting family and friends from around the world using the cubicle-like computers in the communications room. One student is talking to her mom about how things are doing with her. Friendly family conversations. That is, until, static suddenly showed on her screen interrupting her conversation.

"Huh? Is this thing busted?" The student wondered.

One by one, the other computers show the same condition and become static, confusing the students using the computers. Then the screens switch to numerous 0s and 1s filling the screen before finally showing a black screen with a mysterious red omega-shaped symbol with "spider-legs" growing out the side. Things get worse when a sinister red aura emits from all the computers, causing electricity to spark and wildly as if it's charging up something, enough to scare the students out of the tower.

Back outside, Yang receives a text from Betty Brant, her fellow co-worker from the Bugle, and is shocked to learn what happened in the city. Ruby notices her sister's silence and asks, "Yang, is something wrong?"

"I just got a text from Betty. Cipher just attacked the Daily Bugle and kidnapped Jameson!" Yang informed her friends, shocking them with this startling news.

"They kidnapped Jameson?! Why?!" Ruby remarked.

"I question if this is a good or bad thing since, y'know, Jameson's a jerk." Weiss quipped.

"Peter was meeting with Jameson today! He might be in trouble!" MJ remarked, worried Peter might be in danger.

"Then let's go help!" Yang is the first to want to help out her boyfriend.

"Um, yeah, but don't you think we should deal with the screaming people running away from that big tower glowing mysteriously?" Aracely said casually, pointing her friends at numerous students running away from the CCT Tower is mysteriously glowing red with 0s and 1s for some strange reason and got everyone worried.

**BGM End**

**BGM-Sonic the Hedgehog (2006) OST-The Resurrection of Solaris**

The CCT Tower is looking to be powering up with pixelated red energy that changes the green spheres at the top of the tower to a sinister red where all the power is being focused on. Ozpin, Glynda, and Dr. Connors quickly notice this when they rushed over to look at the Beacon Tower charging up a strange energy.

"W-What is this…?" Ozpin asked, lowly and worried to the soul as he has no idea what in the world is happening.

The corrupted Beacon Tower fires a powerful energy to the sky that slowly surrounds the entirety of Beacon Academy. Blake has been sitting on a random rooftop on-campus too distracted with her book while Kaine, not in costume, is lying down sleeping beside her. Sensing something is wrong, Kaine slowly opens his eyes to the sky to see it changing with data energy.

"Hey Blake! Is that normal in your school?" Kaine asked her.

Blake looked away from her book only to be utterly shocked to see Beacon's sky changing red and gets surrounded by a red data dome, "I…What's happening…?"

Suddenly, a bright red light from the red dome envelops Beacon Academy and everyone there, including Kaine, Aracely, and Mary Jane who were all present, with all of them sharing a similar scream of horror, "WAAAAAAAAAAAAAAH!"

**BGM End**

* * *

**Back with Spider-Man in Manhattan…**

**BGM-Spider-Man 3 Game OST-Lizard Tension (Part 1)**

"HEEEEEY! SLOW DOWN, YOU THRILL-SEEKING COSTUMED LUNATIC!" Jameson screams for his ever life latched onto Spider-Man as the web-slinger swings high and dangerously fast while constantly avoiding the many missiles Smythe's helicopter keeps firing to slow him down for the collar to kill them both.

"Weren't _you _the one that said if we don't get close to that copter we'll _die_?" Spider-Man calmly quipped, swinging over three more missiles. Peter scans the helicopter to find out who else he can recognize. There's Smythe, Scorpion, and Captain Jackal of course, but he also picks up Arthur Watts piloting the copter, _'Arthur Watts is also part of Cipher? What other stray did Cyber recruited?'_

"AAAAAAH! I'M GONNA BE SICK BECAUSE OF YOUR ANTICS!" Jameson is feeling a little dizzy from the intense web-swinging chase.

"Barf on your collar, not on the suit! Maybe that'll deactivate it!" Spidey quipped. Another missile is fired, but Spidey has no intention of just dodging this one. Instead, he grabs it with his webbing and throws it back, damaging the helicopter, "That was your warning ticket! Pull over so I won't have to give you more and take away your driving privileges!"

Not wanting their ride to get further damaged during this chase, Watts descends to the nearest rooftop. He hovers the helicopter above it dropping off Smythe, Scorpion, and Captain Jackal for a three-on-one showdown against Spider-Man.

"This should be far enough!" Smythe said strangely, almost as if this was part of their plan to bring his enemies here this far back in the city.

Spider-Man lands on the rooftop with his greatest enemies while still holding Jameson. He puts him down so he could hide while he deals with Smythe, with Jameson having this to quip, "Where's a photographer when I need one?"

"Stay put." Spider-Man ordered him as he leaps over to deal with Smythe, Scorpion, and Captain Jackal, as well as Watts piloting the helicopter.

"Still protecting that fool Jameson, eh, wall-crawler? You should've just left him to fall!" Smythe strikes his forearm blades against the spider who jumps over them.

"I don't like dirtying my city with babbling publisher. His nastiness will spread like an airborne virus." Spidey quipped, web-striking Smythe on the back.

"**I LIVE for the day I get to kill both Spider-Man and Jameson at the same time!" **Scorpion tail-whipped Spider-Man across the roof.

"Does that mean your life sucks every other day? I'm so sorry, Gargan. Looks like your life is gonna suck forever." Spidey blinds the armored Scorpion with webbing, zipping over to knee and spin-kick his face.

Captain Jackal blitzes his elbow on the webhead before slashing a few slashes from his sword, "Time for my revenge, bug! You're gonna pay for embarrassing me and my squad back at Oscorp!"

"Didn't even know you were still in town. Thought you were hunting antelope in the next country." Spidey dodges the energy waves his Iso-Blade keeps sending with each swing. Spidey senses a roaring Scorpion rushing up with an electric blast from his tail that blasts him towards Smythe who wants to stab him. Spidey quickly flipped over his stab and web-slammed his head pinning him to the floor, "Talk, Smythe! Did you and Scorpion join Cipher JUST to get revenge on Jameson?!"

"Mostly." Smythe grins, using his shoulder blade to stab Peter, forcing the hero to walk off him. "You and Jameson are both guilty for my father's death. I, the Ultimate Spider-Slayer, will live up to my name by slaying you, then Cipher will rule all!"

"Typical villain banter." Spidey quipped before dodging a missile barrage from Watts and his helicopter. Spidey web-grabs another missile and sends it back damaging the copter. A second later, the other three villains was going to jump Spider-Man, forcing him to think quick and utilize his Rising-Web technique, forming a spiraling-upwards web dome that gathers the villains to be blown back in a web explosion.

"Do I get a prize juggling all these baddies in less than 10 seconds?!" Spidey does his Web-Strikes on each villain in the air, juggling them repeatedly into his fists. Smythe was first to get juggled then kicked, then Scorpion who made it a little harder but doable with a web-hammer, and lastly Captain Jackal. The ultimate mercenary was the hardest as he is very nimble and fast, dodging Peter's juggles. At the last second as Jackal about to slash him, Peter jumps over his attack. He senses two more missiles approaching, grabbing both with his webbing and throws one back at the helicopter while throwing the other at the three villains, blowing them away.

"For a former and disgraced Atlas scientist, you're acting VERY stupid not stopping with the missiles!" Spidey insulted Watts, angering the villainous scientist to fire bullets this time, "That's more like it, I guess!"

"**RAAAAAAAAH!" **Scorpion tackled the running spider into a painful bearhug crushing his bones, **"Stay still so the jackal could skewer you!" **

Captain Jackal rushes to stab Spider-Man in the heart, prompting Peter to use his free hand to spin a taser web to Gargan's knee, electrocuting him so Peter could be set free at the last second and let Jackal accidently stab Scorpion instead. "That gotta hurt." Spidey webs up Cap'n Jackal to Scorpion and throws them both at the helicopter, damaging it further.

'_We can't take much more of this!' _Watts remarks about the damage done to his copter.

Smythe tries his blades and claws against Spider-Man, and while formidable, he was still blasted away by Spidey's concussive blasts. Scorpion tries a surprise acid blast, but Peter's Spider-Senses warned him of this little ambush and jumped over it to allow the acid to partially melt Smythe's cybernetic armor and the transmitter connected to Jameson's neck collar, causing him to scream in pain.

"**Sorry, Smythe!" **Scorpion apologized.

"Doesn't matter…Think we've delayed enough." Smythe replied, still referring to some secret plan Spider-Man has no clue about.

"What are you talking about?" Spider-Man asked the mad scientist but couldn't do much since Watts distracts him with more missiles, giving his allies time to hop back into the copter.

"You don't know it, Spider-Man, but you're already too late!" Smythe laughed mockingly as the damaged helicopter already flew far away enough before Spidey could fire a Spider-Tracer to track them to their base.

**BGM End**

"Ugh. Better pray it loses fuel." Spidey joked as he watches their black helicopter escape from his sight.

**BGM-Spider-Man 3 Game OST-Daily Bugle #2**

Spider-Man walks back to Jameson, who managed to hide from the intense three-on-one showdown and is a bit surprised Spider-Man is still alive. "Great, they're gone! Can you get this thing off me now?!" Jameson 'kindly' asked his hated menace.

"This may sting a little." Spidey warns him to playfully scare the publisher. With Smythe's transmitter destroyed when it got sprayed by Scorpion's acid, Spidey taking off the shock collar was as easy and harmless as taking off a wristwatch, "Wow. It worked."

"Very funny." Jameson said sarcastically, shaking his head as he sits down to finally relax after escaping death, "Well if you think I'm gonna go easy on you just because you saved my life, you're wrong."

"Eh, figured as much." Spidey tossed away the deactivated shock collar and prepares to web-swing off the roof, but before he could he was called down by Jameson, who seems to want to say a little something to the hero of the day as he builds up the courage to say it, as he is not used to saying something not mean to Spider-Man.

"Hey, um, Spider-Man. I just, uh…Want to uh…mean…"

"You're welcome." Spidey replied before JJ before swinging off, leaving the publisher on the roof that he hopes he'll find a way down or else he'll call Spider-Man a menace, which he'll probably do later anyways.

**BGM End**

"Heh. Jameson was almost nice to me back there. Sure it won't last the next hour or less. But Smythe got away. What he said back there got me a little worried. Was the attack on Jameson really Cipher's big plot for the day? They _were _acting a bit strangely. Something feels off. My Spider-Sense isn't tingling but…why am I sensing I just missed something huge?" Spidey asked himself, confused, lost, not clear what he should do next.

**BGM-Mega Man X8 OST-VS Sigma Demo**

Spidey swings through the city to meet up with his friends at Beacon Academy as he promised to hang out with them today. But as he continues swinging, he notices dozens of police cars and news helicopters frantically driving in his same direction, "Where's the police headed? It looks like they're headed to the Mystic Ruins. But, why so many?"

"Spider-Man!"

Spidey spots Captain Yuri Watanabe calling him from her police helicopter nearby, "Yuri?" He zips to the side of her copter and asks her, "Yuri, what's with the rush?"

"Come see for yourself." Yuri replied, which got Spidey pretty curious, but secretly worried judging from her somewhat gloomy tone.

Yuri and her police squad headed for the Mystic Ruins possibly towards Beacon Academy. When Spider-Man arrived to the area via Yuri's helicopter, his face goes into complete shock. A shock so great that he's unable to quip or joke about the situation, because this particular scene is quite possibly the most frightening site he has ever laid eyes upon.

"Yuri…what happened here…?" Spidey managed to ask, still in a state of sheer shock of what he's witnessing.

"I don't know. Eye witnesses called saying they saw a bright light and simply…vanished. I don't have all the details, but one thing is clear. Beacon Academy…is GONE." Yuri answered somberly. Everyone stares at what's left of Beacon Academy: One giant-sized crater surrounded by police and media where the school used to be located. Gone. Vanished completely. With apparently no survivors.

**BGM End**

* * *

**BGM-Sonic Forces OST-Fist Bump Instrumental (Tee Lopes Unofficial Remix)**

**KFX Here: Beacon Academy? GONE? What happened to the school and everyone in it? It is that time, ladies and gentlemen. The Act 2 Finale of Cyber Metal Madness is upon us titled, "Battle of Alpha and Omega". Nothing will prepare you for what you're going to read next time. An epic four-part finale that'll switch from Spider-Man to Sonic's perspectives and vice versa. Two epic battles. Both happening at the same time in different places. Secrets will be revealed. Someone might DIE. The stakes have never been higher.**

**Next time: Operation: Stream Phase 2 – Ambush on the Helicarrier! SHIELD, GUN, and Atlas versus the Egg Fleet!**

**Question of the Chapter: For fun, speculate in detail what will happen in this 4-part Act 2 Finale?**

**BGM End**


	20. Act 2 Issue 8: Alpha and Omega (Part 1)

**BGM-Sonic Adventure 2 OST-SA2 in the Groove**

**Spider-Man: Look out! It's your Friendly Neighborhood Spider-Man! I was having a pretty good day, until Cipher kidnapped Jameson. I had to go save his butt from Smythe which I was REALLY tempted to leave him with but my conscious wouldn't allow it. That might be it for jokes. While I was busy with Smythe, Beacon Academy vanished without a trace! Ruby! MJ! They were all there and I have no idea where to! You think something this big would attract the Avengers or the Freedom Fighters, but they're not here! Where are they?!**

**BGM End**

* * *

_Act 2 Issue 8: Battle of Alpha and Omega (Part 1)_

**In the skies of the Yurashia continent**

**BGM-The Avengers (2012) OST-Helicarrier**

High in the sky hovering above the vast exotic oceans in the Yurashia continent is the SHIELD Helicarrier. Since the Convergence that merged the universes, S.H.I.E.L.D. is among the top 3 military powers in the entire world, equal to G.U.N. and the Atlesian Military. Speaking of them, a meeting has been called to address recent big events in the world that require all three military forces to come together and discuss their next move. GUN approached the Helicarrier with their own large carrier that's equal in size and firepower. The Atlas Military showed up too in an Atlesian Airship, accompanied by a "small" air-fleet just in case of an emergency. Both parties park in the air next to the Helicarrier as they each use highly advanced cloaking devices to disguise their ships and radar to make it difficult for their enemies to detect them by other means.

Inside the Helicarrier, Director Nick Fury is seen in command of his ship, watching his agents work from the bridge. Approaching him is his second-in-command, Maria Hill, who is escorting the united party of both GUN and Atlas to meet with him.

"Director Fury. Your guests have arrived." Hill introduced. Starting from GUN is the gruff heterochromic commander of GUN, Abraham Tower. Accompanying him is one of his best agents that's not from Team Dark, Topaz, a loyal and determined solider who hates it when people question her age. From Atlas is the courteous General and Headmaster of Atlas Academy, James Ironwood. With him is his top Specialist, Winter Schnee, quirky android with an Aura, Penny Polendina.

"Long time no see, Director." Ironwood politely greeted the SHIELD Director.

"Drop the formalities, James. Thought you hated that." Fury replied with a small smile, happy to see his good friend again in a while.

"You're starting to know me quite well, Nick." Ironwood smiled, shaking Fury's hand.

"Any reason you brought your fleet with you?" Fury asked about the small Atlas fleet flying beside his Helicarrier.

"You should know how he is, Nick. He's paranoid. He'll bring his fleet even during times of peace, which is quite rare sometimes." Tower joked.

"Nothing wrong bringing a little extra insurance when you live in a world where aliens and monsters constantly run amok, especially this new threat involving cyber criminals." Ironwood remarked, giving a small hint of this meeting with military forces.

"That's why I called this meeting in-person instead of video chat. Sit down, ladies and gentlemen. We got work to do." Fury called this meeting to begin.

**BGM End**

The parties from GUN and Atlas sit around the roundtable in the bridge, waiting for Fury to begin this discussion about Cipher. Hill stands beside her commander as a holo-screen pops up in front of the united forces with pictures about Cipher and everything related to them like it's thugs, robots, their recent attacks on New Vale City, etc.

Fury begins the discussion, "In the last few weeks, a new threat has emerged that threatens the very way we live in today's society. Cipher. A bunch of cyber-armored criminals led by their mysterious leader, Cyber. No one knows who he is or where he came from. All we know he's dangerous and cunning. His attack on New Vale City using MeteorTech robots proved that."

"Don't forget the Tri-Sentinel that was created from secret SHIELD-issued Sentinels hidden within their facility." Tower eyed the one-eyed Director for never sharing with him or Ironwood SHIELD was working with MeteorTech on creating Sentinel-model security robots.

"A project that was soon shut down because we deemed it too dangerous. Cipher furthered prove that statement." Fury countered calmly. "Their influence spreads throughout New Vale City. It's only a matter of time until their interested attacking international networks. Maybe they already are."

Winter Schnee politely chimes into the conversation, "Director Fury, sir, if I may, what makes you think Cipher is ready to attack on a 'global scale'?"

"Rumor says they're in league with the Eggman Empire, about as dangerous as Hydra and AIM. With Cyber's cyber technology and Eggman's robotics, they could spread worldwide panic that would be almost impossible to stop." Fury replied bluntly.

"Even on their own, Cipher is very dangerous." Ironwood crossed his arms. "Like Fury said, Cyber's a mystery but has shown to be extremely dangerous. They tried to kill Princess Elise. With their cyber technology, they could gain access to nukes or hack into our military files to steal for their own agenda."

"If they're capable of performing that, why haven't they done it already?" Topaz asked.

"Slow and steady wins the race," Fury answered, "Cyber wants to play the long game. Waiting for the right moment to strike. The way I see it: His attack on New Vale and becoming the next Kingpin is just a test for something _bigger_."

"And considering reports saying they're after the Chaos Emeralds, it's right to assume we haven't seen the worst what they're capable of, meaning we need to be prepared as soon as possible. Secure our networks while we locate their base of operations and take them out." Commander Tower shows his clenched fist to prove his seriousness.

"And what about Dr. Eggman?" Winter asked, wanting to know how they're going to deal with him.

"If it's true he is working with Cipher, we'll take him out. With all of us joining forces, neither party stands a hell of a chance!" Fury answered the Schnee specialist, confident they could deal with Eggman and Cyber when they find them, which may be sooner than they think.

* * *

**Captain's Room, Egg Carrier**

**BGM-Sonic Unleashed OST-Project Dark Gaia**

Unaware to Fury and his military partners, their enemy has already mobilized and is hidden within the clouds waiting for the right moment to strike. It's the Egg Fleet, Eggman's massive aerial armada composed of hundreds or thousands of aquatic-themed battleships that resembles species of cartilaginous fish like sharks or rays. In the center of this massive fleet is the flagship, a new and improved Egg Carrier. The original two ships were used during the Chaos incident a long time ago, one destroyed by Sonic and the other by Perfect Chaos. This "Egg Carrier 3" looks mostly like the old one with its red coloration, but is in fact smaller, sleeker, more streamlined in appearance. It's a lot more high-tech and futuristic-looking with a less clunker design compared to the original model. Despite the differences in appearance, it's still an enormous all-purpose aerial fortress with numerous commodities and weaponary befitting an evil genius, or in this case a disguised evil genius.

Eggman, still Neo Metal Sonic in disguise, has a lock on the Helicarrier on-screen inside his Egg Carrier clear as day despite their cloaking technology to look invisible. **"I'm surprised they haven't spotted us yet but we can still see them." **Orbot commented by "Eggman's" side.

"**Maybe they need to wear glasses." **Cubot said, stupid as ever.

"Ohohoho! Did they really think they could hide from my genius with their _feeble _cloaking technology? Cyber has truly gotten each military faction scared to band together." Eggman smiled evilly.

"**How DID you know they would meet here at this exact time?" **Orbot asked his boss, wanting to know how he tracked down the Helicarrier for their meeting.

Eggman explains, "Cyber hacked into their network a few days ago when he predicted they would have this meeting regarding Cipher. It was for a brief moment before he alerts their anti-virus programs, but it was enough to download their coordinates and send them to me so I can get this ambush ready. With the Freedom Fighters too busy collecting the remaining Chaos Emeralds, they'll be too late to come to their rescue. SHIELD. GUN. Atlas. They don't know what's coming to them! With this invincible armada, built by the hands of a genius! My power is UNMATCHED throughout the universe! Time to answer their death wish! All ships, aim at the Helicarrier and…FIRE!"

**BGM End**

* * *

**Meanwhile inside the Helicarrier…**

**BGM-Sonic the Hedgehog (2006) OST-Theme of Dr. Eggman**

Fury and the others were still in the middle of their meeting when out of nowhere the ship was bombarded with laserfire, destroying one of its engines. The GUN carrier and the Atlas Fleet were also under heavy fire as everyone is in disarray about who's attacking them.

"Are we under attack?!" Penny remarked.

"Hill?! What the hell is goin' on here?!" Fury turns to his favorite agent about damage to his ship and enemy sightings.

"Engine 3 is down! If we lose another one, we're off the air! The GUN Carrier and Atlas Fleet are under attack as well! An enemy fleet is exiting from the clouds!" Hill projects a screen of the Egg Fleet revealing themselves from clouds attacking the united military forces.

"Eggman!" Tower scowled.

"Glad I brought the fleet?!" Ironwood joked to Fury even during an intense time like this.

Fury quips, "Ecstatic! You and Tower hurry to your men and I'll do mine!" Fury ordered as he hurries to order his scrambled men as his ship continues to be bombarded by the Egg Fleet, disabling most of his defensives pretty quickly, "Where's our air support?! Get those forward guns going! Why aren't those rear batteries firing?!" he shouted at his own agents to hurry them and get the Helicarrier to counterattack against the Egg Fleet.

'_Ohohohohoho!' _Eggman laughs as he hacks into the Helicarrier's comms to project a wide holo-screen to speak with Fury.

Fury growls through a scowl and menacingly threats him, "Eggman, I'll have your head for this."

'_Is that the best threat you could think of, Fury? Your Helicarrier stands no chance against my EGG Carrier! Your friends, Tower and Ironwood, don't possess the MEANS to take on my Egg Fleet! Surrender your ship now or I shall destroy it!' _Eggman threatened the stoic Director of SHIELD.

"Not on my watch!" Fury is determined not to lose to this egg-shaped scientist and calls for "super" backup from his wrist communicator, "This is a priority alert to all Avengers and Freedom Fighters! U.N.N. Alpha request immediate assistance!"

**BGM End**

* * *

**Meanwhile…at the Sky Patrol**

**BGM-Mega Man X8 OST-Deepening Mystery**

"WHAT?! What do you mean Beacon is GONE?!" Sonic asked.

Not long after the Freedom Fighters returned collecting the remaining Chaos Emeralds scattered around the world, they learned from Nicole the horrific news that Beacon Academy disappeared from New Vale City. She shows them live news footage at the large crater site where Beacon used to be located in the Mystic Ruins.

'_This is live footage at the Mystic Ruins now. Eye witness reports says they saw Beacon Academy surrounded by a weird red dome not too long ago and saw it suddenly disappeared without a trace.' _Nicole explained the current big situation happening now at New Vale.

"What happened to faculty? The students? Our friends in Team RWBY?" Sally asked her AI friend, worried about the people that were in Beacon when it disappeared.

'_I can't determine any of their location. The energy signature from that dome suggest they were transported somewhere into cyberspace.' _Nicole replied.

Sonic growls, "Cipher's behind this too, huh? They must be after the Chaos Emerald they had there."

"Is it true Doc Ock is really Cyber in disguise?" Amy asked her team leader, hearing from Sally's group after the mission Doctor Octopus could possibly be Cyber in disguise.

"We're not certain yet. All we know there are two Doc Ocks that share the same biodata. One of them is in prison while the other is Cyber, meaning there's a fake in the mix controlling Cipher from the shadows." Sally answered.

"Same case with Eggman. We heard from the Avengers the real Eggman is still imprisoned with the Collector, meaning there's a fake one that's been controlling the Eggman Empire all this time." Rotor informs about the two Eggmen and the one on the planet is a fake.

"But who could it be? There are MULTIPLE shapeshifters that would impersonate him. Mystique? The Skrulls?" Tails brought up examples of the common shapeshifters that exist in the world.

"We can worry about this fake Eggman later. We need to focus saving the people of Beacon trapped in cyberspace. The Huntsmen can handle themselves, sure, but it's a whole new ball game when you're in cyberspace, especially considering the possibility Cyber himself will be after them for the emerald." Sally said, pounding her fist on top of her palm.

**BGM End**

**BGM-Mega Man X8 OST-Perplexity**

Coming in without warning that interrupts the meeting is the priority alert alarm blaring throughout the Sky Patrol with the lights going red. "What's going on now?!" Sonic asked Nicole who's checking the priority alert message.

'_It's a priority alert from SHIELD!' _Nicole remarked, very surprised.

"From Nick Fury? That's a bad sign if he's calling for help. What's going on?" Sally asked.

'_The SHIELD Helicarrier is under attack by the Egg Fleet! The commanders of GUN and Atlas are there to assist with their fleet, but it might not last! They request our help and the Avengers to come immediately!' _Nicole answered, showing live footage of the massive air war between the united military against the Egg Fleet.

"Eggman's attacking the military at the same time Cipher caused Beacon to disappear? This CAN'T be a coincidence!" Tails remarked, really getting the feeling Cipher and Eggman are working together for a common goal, hence these simultaneous attacks/operations.

"I understand what you mean, little buddy. This fake Eggman and Cyber HAVE to be working together! There's no mistaking it!" Sonic agreed with Tails.

"What should we do? Beacon's in trouble as so is the military! We can't be at two places at the same time!" Bunnie asked her leader.

"We've dealt with the Egg Fleet more times than anybody. SHIELD and the Avengers are gonna need our help." Sally thinks they should help SHIELD first.

"And what about Beacon?" Amy asked about their second most urgent objective.

"Spider-Man should still be in the city. I'm sure he's thinking of a plan right now to save them." Sonic told her, trusting Spidey to save Beacon Academy.

'_No doubt he'll be heading to a trap. Sally, if it's okay with you, I want to help Spider-Man rescue Beacon Academy to find a way to bring it back to the real world.' _Nicole asks permission to go help Spider-Man.

"Good idea. You understand cyberspace better than anyone I know. He'll need your help on this. Meanwhile, we'll go assist the Avengers stopping the Egg Fleet." Sally allowed her to leave to help save Beacon Academy.

'_Thank you, Sally.' _Nicole smiled.

"Let's move out, Freedom Fighters! Time is of the essence!" Sally told her team to prepare for their intense mission yet.

**BGM End**

* * *

**Back with the Helicarrier Attack…**

**BGM-Sonic Unleashed OST-Opening**

It's an all-out sky war between the world's top military forces united together against the might of the Eggman Empire. SHIELD, GUN, and Atlas bring out all they got to stop the Egg Fleet. Many fighter jets are deployed against the enemy. Some immediately get blown out of the sky. Foot soliders protect their respective Carrier with their lives so the badniks and Egg Soliders won't take it, or blow it up. The Helicarrier, GUN Carrier, and the Atlas Airship fire their greatest weapons destroying a good chunk of the Egg Fleet, but none of their attacks could barely scratched the Egg Carrier and its energy barrier protecting it.

Eggman laughs, enjoying all the carnage and hell he has brought upon the united military, because if they fall, the world just became a whole lot easier to take over. _'Hohoho! Don't you fools get it?! You're up against the supreme genius and his invincible armada that will spread terror to the world! You're going to experience that terror firsthand!' _He taunts the military through his microphone, laughing evilly as his fleet continues to decimate their forces.

But the battle is far from over yet, as a powerful bright, golden light passes by the Helicarrier at incredible speeds it was a blur. The light blitz through an Egg Ship, causing the battleship to immediately blow up after the heroic light flies through more of the Egg Fleet one by one.

'_Hm?' _Eggman stopped laughing after noticing the light and its accomplices vastly approaching the air battle via a Quinjet. After getting a closer look, he notices it was Captain Marvel that destroyed a few of his ships accompanied by none other than her mightiest team, the Avengers. _'Avengers?!' _Flying by Captain Marvel is Iron Man, Thor, Falcon, Vision, Wasp, and Scarlet Witch, while inside the Quinjet is Captain America, Black Panther, Black Widow, Hawkeye, Hulk, and Spider-Woman coming to aid SHIELD in the fight against Eggman. In response, the mad doctor focuses half of his weapons to aim on the Avengers, _'Okay! Avengers, assemble! TO YOUR DOOM!'_

Eggman thrusts his arm outward commanding his fleet to fire on the arriving Avengers. Explosions are everywhere surrounding the heroes accomplishing nothing slowing down this mighty team. "Ha ha! This is more like it! Let's have some fun!" Captain Marvel gets cocky, powering herself up to smash and blast through multiple enemy ships. The other hero fliers go on their own taking down squadron after squadron of aerial foes with the likes of the Hulk jumping off the Quinjet to smash through one of the bigger battleships.

'_What took you so long?' _Fury contacted Iron Man during this aerial mayhem.

"**Hey, traffic's worse than normal." **Iron Man quipped, firing a Unibeam on the highly advanced red humanoid/hawk badniks called E-2000s or the gold-colored variant E-2000R.

Black Widow pilots the Quinjet through the laser-filled sky to get closer to the shielded Egg Carrier and stop Eggman end this fight as soon as possible. _'Scarlet Witch! We're gonna need your magic to open a hole in that energy shield!'_ Captain America contacted through ear comms.

'_Can she use that to protect us first?!'_ A worried Hawkeye points to a pretty large squadron of E-2000s and E-1008 Falcos dead ahead.

The Falco bots get their bombs ready to throw while the E-2000s charge up their lasers all aimed to blow the Quinjet out of the sky. But before they could fire, a familiar chain of Homing Attacks destroys a few in a blur leaving the rest to be destroyed by a blue biplane and a purple biplane's missiles, and the large spring-designed battleship's weaponary flying out of the sky. The save came from the Freedom Fighters who have arrived to assist the Avengers and the military against the Egg Fleet. Sonic lands on the wing of the Tornado 2 next to Knuckles piloted by Tails. Amy is standing on the wing of the purple biplane that's similar to the Tornado 2 called the Twister piloted by Antoine. Bunnie flies on her own to fight while the remaining Freedom Fighters are inside the Sky Patrol commanded by Sally against the Egg Fleet.

"Yo, Avengers! Seems we've been teaming up a lot lately!" Sonic greeted the Avengers while the Tornado 2 flies by its side, battling the armada together.

'_Nothing wrong with that.' _Cap smiled.

'_Director Fury. We're all here. What do you want us to do?' _Sally contacted the SHIELD Director.

'_Blow that Egg Carrier out of the sky!' _Fury ordered.

"I'm experienced doing that! Knuckles! Amy! Let's go!" Sonic told the two.

"Yeah!" Knuckles remarked.

"Okay!" Amy replied.

The three mobian heroes hop off their respective biplanes into free-fall, destroying everything in their way towards the Egg Carrier. _'Wanda! Take Vision and Spider-Woman to assist raiding the Egg Carrier!' _Cap ordered the magic mutant.

"On it, Captain!" Scarlet Witch uses her magic to open a hole on the barrier protecting the Egg Carrier big enough for all six heroes to drop through and land on the sky deck.

**BGM End**

**BGM-Sonic Heroes OST-** **STAGE 13: EGG FLEET**

Sonic strikes a cool kneeling pose before his team for this raid: Knuckles, Amy, Scarlet Witch, Vision, and Spider-Woman to say a very awesome line, "Alright 'Eggman', let's get this party started!" before leading them through the many guards and traps through the Sky Deck of the Egg Carrier.

'_You fools! Raid my Egg Carrier, eh? I'll make sure you regret ever setting foot on my masterpiece!' _Eggman declared.

"CHARGE!" Sonic shouted, boosting through a whole badnik horde in the lower assembly of the Egg Carrier while dodging cannon fire.

Scarlet Witch flies by his side destroying everything that tries to attack her with her chaos magic. "Sonic!" She signals the hedgehog to a team attack he for sure doesn't mind. She telekinetically grabs the curled up hedgehog with her magic, surrounding him in a red aura. She focuses her power before throwing Sonic at mystical light speed around herself destroying as many badniks as they can, before throwing him at the massive central cannon, blowing it up and left them free to raid the next area.

In the upper airfoil, Spider-Woman glides above the top of the wing where the airship's periodic altitude changes become far more deadly. She uses her Venom Blasts to destroy all incoming enemy troops while gliding above cannon fire. An E-2000R tries to attack her only to get punched by Knuckles. The guardian echidna joins forces with the avenging spider to take out as many soliders as they can, before destroying another giant cannon.

They arrive at the storage bay where things get a little harder because of altitude manipulation and the introduction of Super Badniks like the Heavy-Egg Hammer. Amy holds onto Vision's hand as they fly above its spinning hammer attack. Vision drops the hammer-wielding hedgehog to knock its helmet right off before pummeling the head. She hops off to leave it to Vision to phase into its body and using his forehead laser to slice it into two destroying the super badnik from the inside.

At the flight deck of the Helicarrier, Winter and Penny are working together along with Atlas and SHIELD soliders taking down the Egg Soliders and badnik horde raiding the ship. Winter's excelled swordsmanship combined with her glyphs makes her too fast and powerful for anything Eggman's soliders could throw on her. Penny pierces through several Egg Pawns with her floating swords before coming them to fire a huge laser that destroys a gunship in the air. More enemy troops just keep coming to make their job harder.

"We have you!" Sally shouts, dropping down along with Black Panther to assist the Atlas huntresses against the badniks.

"Salutations, King T'Challa and Princess Sally." Penny kindly greeted the royal heroes.

"Just Sally, Penny." Sally smiled.

"Need a hand?" Black Panther asked Winter.

Winter smiles, "Yeah. It is an honor to work with you, Black Panther. And you too, Sally." before the four work together against the Egg Army.

Somewhere inside the GUN Carrier, Topaz leads a squadron of GUN troops against the infiltrating badniks. "Hold the line!" Topaz shouts, firing her gun repeatedly against the Egg Pawns.

Captain America and Bunnie soon show up through an open hole to assist Topaz. Cap throws his mighty shield ricocheting against each badnik while Bunnie shoots down the ones still standing. "Are you alright?" Cap asked Topaz and her team.

"Yes, sir. It's an honor to be finally meeting you, Captain America." Topaz smiled, giving a proud salute to the captain.

Eggman grows frustrated that the tide is slowly turning to the heroes' favor, forcing him to bring out his bigger guns, _'Just don't know when to give up, don't you?! Unleash the Egg-Wyvern and Egg Hawk!' _He unleashes two flying mechs from the Egg Carrier and sics them on the heroes. The red aircraft-themed hawk called the Egg Hawk is piloted by Egg Pawns, constantly shooting bullets at Iron Man and Antoine from his Twister plane. The large red giant dragon-themed robot called the Egg-Wyvern, also piloted by an Egg Pawn, launches a random assortment of lasers on Captain Marvel and Tails from his Tornado 2.

"**Let me know when I win." **Iron Man jokes, not finding the Egg Hawk a challenge. The armored avenger repulsor-blasts the Egg Pawns into pieces since their cockpit was left open to allow Antoine to unload missiles that damages the Egg Hawk enough to blow it out of the sky.

"Impressive, no?" Antoine slyly grins at the armored hero.

"**Not bad, Wile E Coyote." **Stark remarked.

"I've been stocking on high-quality beatings for just such an occasion. Time to get cracking!" Carol uppercuts the Egg-Wyvern with a cosmic-powered fist, scaring the robo-dragon away. "Oh no. I never said you could leave." Carol jokes, flying next to Tails on his plane chasing the retreating mech. Tails unloads his own missiles that explode around the Egg-Wyvern until one of them hits it's wing, causing it to slow down just enough for Carol to blitz through like a cosmic bullet and blow it up completely.

"Too easy!" Tails cheered.

"Bring your A-game next time." Carol jokes before contacting Fury, "The skies are looking clearer by the second, Nick."

'_There's still hundreds of enemy battleships pinning us down. The skies won't be clear until that Egg Carrier is destroyed.' _Fury replied, knowing this sky war isn't over yet.

"If Sonic and the others destroy the Egg Carrier, it should create a chain reaction that'll destroy the Egg Fleet. That's how it was the last time." Tails recalled how Team Sonic destroyed the Egg Fleet a while ago after defeating the Egg Emperor.

"For someone who calls himself the 'fastest thing alive', he sure is taking his sweet ass time. What's taking them so long?" Carol asked, thinking Sonic's squad should have destroyed the Egg Carrier by now and wonders what's the hold up.

**BGM End**

* * *

**Egg Carrier Hall, Egg Carrier **

**BGM-Breath of Fire III OST-Dragon Slayer**

Sonic's company was able to easily blaze through the Egg Carrier's outer defensives and enter its interior into the wide Egg Carrier Hall. "We're inside. Time to find the ship's controls and blow this flying screw bolt down to the sea." Sonic said.

"Well-well-well! What a surprise!"

Upon entry, however, the heroes were startled to find the hall full of Egg Pawns and a maliciously grinning Dr. Eggman creeping them out from his Egg Mobile. "I knew it was only a matter of time before you showed up to spoil my fun. I just didn't realize you'd come all the way up here to stop me! But no matter – You're still too late! The gears are already turning! My latest genius plan is-!"

"Whoa-whoa-WHOA! Save the rant, faker." Sonic immediately interrupted Eggman during his usual rants.

Eggman sweats nerviously as his mustache drops in fear as he worriedly responds with, "…Faker?"

"Thor saw the doc. He's still imprisoned in space – and he's not here. You've got his act down pat, though. So who are you REALLY?" Sonic asked, with the heroes already deduced this Eggman is not the real one but an imposter. Everyone knows this bluff and demands this fake Eggman to reveal himself. To reveal his true form.

Having no other choice but to reveal the truth, the fake Eggman grins sinisterly, "_Hmph_. Of course you'd even ruin my feint, my loathsome copy…"

"Copy?" Scarlet Witch raised a suspicious eyebrow.

Everyone witness the fake Eggman's body becomes a silver liquid metal that drops into its own puddle. It then immediately forms into a new body. It's true body. A familiar metal menace wearing a black waist cape and a body that resembles a metallic Sonic. Sonic and his squad's faces says it all. They are all shocked when they finally confront ONE of their true enemies.

"It can't be…Metal Sonic?!" Sonic remarked, totally shocked it has been his robot double that has been in control of the Eggman Empire this entire time.

"**NEO Metal Sonic. And you and I have some **_**unfinished **_**business." **Neo Metal Sonic greeted menacingly to his organic double, looking forward having another showdown to prove he is the one, true Sonic the Hedgehog.

**BGM End**

* * *

**BGM-Sonic Forces OST-Fist Bump Instrumental (Tee Lopes Unofficial Remix)**

**KFX Here: Neo Metal Sonic has finally revealed himself to the Freedom Fighters and the Avengers. But what about Spider-Man and Cyber? The people of Beacon Academy revealed to be trapped somewhere in cyberspace? How will they be rescued? Time to switch perspectives to Spider-Man's in the next chapter of this 4-part finale.**

**Next time: Operation: Stream Phase 3 – The Cyber Battle of Beacon! 10 times worse than RWBY Volume 3 Finale?! Beacon Academy versus Cyber Mecha Spider-Man and his unlimited cyber army!**

**Note: The Egg Carrier that appeared in this chapter is based off the one from Sonic 06. The character, Topaz, originated from _Sonic X_.**

**Question of the Chapter: Did you feel the hype while reading this chapter? How does this multi-parter special compare to others in the series? For example: Two Worlds Assemble from "Spider-Man and Sonic-Fate of Two Worlds RX".**

**BGM End**


	21. Act 2 Issue 9: Alpha and Omega (Part 2)

**BGM-Sonic Adventure 2 OST-SA2 in the Groove**

**Sonic: I'm Sonic. Sonic the Hedgehog! We just got a call from Nick Fury. SHIELD, GUN, and Atlas are under attack by Eggman and his fleet. We rushed in along with the Avengers to help deal with the fleet while me and a few others infiltrated the Egg Carrier to stop Eggman, or that's who we thought. Apparently, it's been Neo Metal Sonic impersonating Eggman the entire time! Should've saw that coming, but I'm more worried what happen to Beacon Academy. Spidey, leave Neo to me! Go save Beacon Academy and bring them home!**

**BGM End**

* * *

_Act 2 Issue 9: Battle of Alpha and Omega (Part 2)_

**Digital Nightmare Zone**

**BGM-Mega Man Battle Network 5 DS OST-Depth**

Digital lightning strikes from the cyber heaven on this hellish cyber zone. Digital Nightmare Zone. A cyber zone that exists in the deepest part of cyberspace inaccessible by normal computers as if it exists "under the internet". Similar in appearance to the zones, Mad Matrix and Digital Circuit, Shadow the Hedgehog visited during the Black Arms invasion but darker and definitely more twisted. Almost a kind of "Cyber-Hell". The digital sky is a dark red as is the overall atmosphere. Very high-tech looking. Very digital. Very sinister that the hope of escaping this zone is impossible.

"We're _definitely _not in Kansas anymore." Ruby joked, staring at this digital prison from her school. Not long ago, Beacon Academy was seen to have vanished from the real world. Obliterated, some would think. In actuality, it was teleported into cyberspace, into this Digital Nightmare Zone.

"Chao chao." A neutral Chao looked scared from this digital hell, staring at the dark red sky from Beacon's very own Chao Garden with numerous other Chao like the Hero Chao and Dark Chao, the latter types taking a liking to this dark cyber network as evident showing their sinister smiles.

Weiss and Blake show up in the Chao Garden picking up the scared neutral Chao and a smiling Dark Chao respectively. "Oooh, don't be scared, little guy. We'll protect you and find a way back home, as soon as we figure out where we are." Weiss comforts the frightened Chao, warmly smiling at it to calm it down.

"Where ARE we, exactly?" Blake asked, holding the Dark Chao.

"Don't know. It looks like we're in cyberspace." Weiss guessed, judging from the dark digital environment surrounding their normal-looking school.

"We're in the INTERNET?" Yang remarks while hanging around a group of Chao protecting them. "This would be _totally_ awesome if we didn't end up in cyber hell. We didn't even get a cool cyber suit like Spidey has."

"Wherever we are, we need to find a way to get out of here." Ruby approached her team in the Chao Garden. "There are friends and families out in the real world worried sick about us because they thought the school 'poofed' out of existence."

"I can already imagine Dad turning the house upside down trying to call us, but there's no signal or any way to contact people back home, which doesn't make sense since we're _literally _in the internet." Yang jokes, petting a frightened Chao that shares her yellow color scheme.

"Guys! Are you all okay?" Mary Jane approaches the Chao Garden since she was also caught in the energy that sent them all into cyberspace.

"We're fine, MJ. The Chao are little shaken up. Can't blame them since we're all like that. Is the Wisp Garden doing okay?" Ruby asked about the Wisp Garden, which Beacon also has as a little home for the Wisps.

"Same as here. Some confused, some a bit scared. C'mon. Everyone's meeting in the amphitheater for a head count to discuss how we're going to 'log out' from the internet." MJ gestured, getting Team RWBY to follow her to the amphitheater.

**BGM End**

* * *

**Beacon Amphitheater**

Team RWBY and Mary Jane walks into the amphitheater, which is probably the safest place in the school right now. The assembly room has become packed with students and faculty members, even some ordinary civilians who were visiting Beacon when they all got sent to this cyber zone. Everyone is rightfully terrified of their situation. They have no way to contact the real world and supplies are limited. Food and water might only last a week.

"Everyone, please! Calm down!" Ozpin's up stage along with Glynda and the other staff like Port, Connors and Oobleck to calm the school down and get them in order, but everyone is too confused and frightened they aren't listening. Luckily for them, Scarlet Spider and Hummingbird were also in the school when they got transported into cyberspace. Hummingbird thrusts her right arm using her telepathic powers to calm the whole school enough to listen to Ozpin.

"Thank you, Hummingbird. You and Scarlet Spider were a great help rounding up everyone who were caught in this mess." Glynda praised the Houston heroes.

"It was our pleasure. From what I could sense, it seems we're the only living beings in this world." Hummingbird replied, already done a telepathic scan of their cyber surroundings outside the school to find no other living being is here but them.

"Food and water are limited to about a week, so we need to think fast how we're going to escape this weird place." Glynda said.

After the students calmed them, they notice Scarlet Spider is one stage and immediately get excited and full of hope because they mistake him for Spider-Man, which isn't far from the truth since he is his clone. The darker, brooding, more serious clone that hates being mistaken for Spider-Man.

"It's Spider-Man!"

"Spider-Man! He might know a way to save us!"

"Spidey, do you have a plan to get us out of here?"

"Can I get your autograph?!"

Scarlet Spider groans with his head lowered and his arms crossed, "When will these morons realize I'm not that annoying half-wit?"

"You ARE his brother." Ozpin said.

"His CLONE, old man!" Kaine immediately corrected him.

"Which makes you perfect to fit his shoes. Spider-Man is the hero of New Vale. Our 'Beacon of Hope'. The students look up to him as their inspiration. Now it falls to you to continue providing them that hope until we figure out a solution of this dilemma." Ozpin told Kaine, encouraging him to be the temporary "Beacon of Hope" until they escape from this cyber prison.

"I thought that was supposed to be your job." Kaine quipped dryly, kinda insulting Ozpin.

"You are certainly filling Spider-Man's shoes for being disrespectful." Glynda glared at the stoic spider.

Kaine simply scoffs, "Whatever. Now, what would Spider-Man do in a situation like this?" He pondered to himself, trying to think of a strategy to save the school. "Probably find the source that sent us all to this place. Old man…" Kaine turns to Ozpin, who looks back at him, "That big tower in the middle of your school. It created that weird energy field that brought us all here. Know why?"

"No. The CCT Tower shouldn't be capable releasing energy at that magnitude." Ozpin answered, having no clue what really transpired his tower.

"If you don't mind, I'm going to investigate that tower and get some more answers. I'll be taking Connors too. I could use his brain." Kaine said, offering to investigate the tower.

"I'll help in any way I can." Connors nodded.

Scarlet leaps to the back of the assembly with Hummingbird hovering to meet with him as well as Team RWBY, Team JNPR, and Mary Jane. "Scarlet, where are you going?" Blake asked her stoic boyfriend.

"To the CCT Tower to find a way out of here." Kaine replied.

"Can we come?" Nora asked him.

"As long as you don't annoy me." Kaine walks out the amphitheater.

"It's not that hard actually." Yang joked.

"Then come at your own risk." Kaine remarked, leading his small squad along with Connors to the CCT Tower that's standing below a scary red vortex in the sky.

* * *

**Communications Room, Beacon Tower**

**BGM-Mega Man ZX Advents OST-Dive into Depth (Tunes Ver.)**

The heroic teenagers meet in the communications room floor inside the tall Beacon Tower. The teens watch Dr. Connors do his super-genius work hacking one of the computer terminals for answers how to escape cyberspace.

"I'm no computer science expert, but I'll do my best to figure out a solution to our 'internet problem'." Connors told his students, continuing to hack the computers.

"Don't stress out, Dr. Connors. You and Scarlet Spider are the smartest people in the school right now." Ruby assured him.

"You also possess a genius intellect?" Connors asked Kaine.

"I was literally born with Spider-Man's brain." Kaine remarked stoically, confirming he also possess the same intelligence as his original genetic template, Spider-Man.

"…That is fascinating." Connors had a confused eyebrow when he remarked that. He immediately focused back on his work hacking the CCT Tower and managed to learn a few things, "Okay. I think I've figured out what has happened. Someone infected the Beacon network with a computer virus that overloaded the tower's systems with cybernetic energy, causing it to discharge from the tower to form a teleporting energy field that brought us all into cyberspace."

"A computer virus? Didn't Goblin and Cinder try to do something like this?" Blake discussed.

"I don't remember any of them wanting to take us for a ride into the cyberworld." Weiss remarked. "Isn't there a way you can remove the virus and reverse the energy field to send us all back?" She asked the biology professor.

"Like I said, I'm a biology professor. Not a wiz in computer science. This virus is based off Max Modell's stolen Digitizer. I'll do the best I can though." Connors answered, not knowing how to really bring them all back to the real world.

"At least we've established Cipher's behind this, which also should've been obvious. Why did they send us here?" Yang asked with deadpan eyes.

"To be a big pain in the ass?" Kaine dryly quipped.

"Yeah, that sounds about right." Yang remarked casually.

"So we need Max Modell's help? But he's back in the real world and there's no way for us to call him or anyone." Jaune remarked, reminding everyone they are stuck in cyber hell with no method to contact the outside world.

Ruby gives a confident, determined stare to Kaine, "You thinking what Spider-Man's thinking?"

"That he's probably on his way to Modell as we speak to create a computer antivirus program that'll save us all? Yeah, that sounds about." Kaine guessed what his 'brother' should be doing as we speak.

"Ah ha! I knew you two share a psychic link!" Nora eccentrically points at the dark spider clone.

"We DON'T. I just know he's predictable." Kaine countered stoically.

"Even if Spider-Man were to bring an antivirus program through cyberspace, he'll find it's quite difficult to locate us. We've been transported into the deepest section of the internet, disconnected from almost all servers. An 'undernet', you might say. The deep web. Tracking us down would take weeks, a time table we don't have." Connors explained, saying it might be impossible for Spider-Man to find them if he tried.

"Hmm…" Ruby ponders an idea in her head for hope that'll contact Spider-Man. A moment later, she pops up an idea as if the lightbulb above her head lit up, "I know! We can use D-Sense!"

"The what?" Connors asked, not sure what the little huntress is talking about.

"It's an app our friend, Peter, is allowing Beacon to test out that'll allow others to come to you if you're in need of help, and vice versa. It uses its own private network, so we should be able to contact Peter, who will contact Spider-Man, to save us!" Ruby remarks with hope and joy that Peter's work in Horizon Labs will be used to save Beacon Academy.

"Oh yeah! He gave me that app too. We can use it as a beacon to find the school when he enters cyberspace!

"A beacon to find Beacon? Hilarious." Kaine quipped stoically.

"He _is _the 'Beacon of Hope', which you are doing a good job filling his shoes for." Blake smiled, proud of Kaine for representing Spider-Man's hopefulness in these dire times.

"Thanks." Kaine replied.

"That might actually work. Let me see if I can boost the CCT's signal to see if that'll provide any assistance." Connors remarked.

"You do that, Doc. See if you can also find other methods to send us back home in case Spider-Man's plan doesn't work." Scarlet suggested.

"Meanwhile, the rest of us will stay vigilant for Cipher sightings. They brought us here for a reason, so we need to keep our eyes sharp in case they might attack." Ruby added with a determined face.

"Understood. I'll work on bring back the school's defensive systems back online since it was also infected by the virus." Connors said, quickly going into work.

"This school has a defense system?" Kaine remarked, raising a curious eyebrow behind his mask.

"Tony Stark outfitted the school with awesome weaponary and shields a while back. Does that make you interested enrolling?" Ruby grinned at the brooding spider.

"Apparently, I already did." Kaine joked, referring to himself as Peter's clone since he studied in Beacon for a while. "Let's get back to the assembly. If this 'D-Sense' is our only method contacting Spider-Man and folks outside, we're gonna need the entire school to send out notifications."

"Shouldn't be a problem. After all, texting and using social media is what we young adults are most good at." MJ joked with a smile.

**BGM End**

* * *

**Back in the Beacon Amphitheater…**

**BGM-RWBY OST-Battle of Beacon**

Ozpin and the other staff members are still doing their best to keep their students organized and safe. Though they may be Huntsmen, they're still in training to become true Huntsmen. Even then, that might not mean much when trapped in the digital world where the rules are different and the environment is much more dangerous.

"Professor Ozpin!" Ruby calls out to the headmaster as her group returned from the CCT Tower and arrived on stage with their teachers.

"Have you learned anything?" Ozpin asked her.

"Yeah. We might have a plan to send us back, but we'll need the entire school's help." Ruby replied.

"To do what exactly?" Glynda questioned her plan.

"To be themselves." Kaine answered vaguely.

"And what does that mean?" Glynda remarked with an annoyed look.

"The kid will explain it. Just pay attention." Kaine replied, again vague and disrespectful to his elders.

Ruby walks to the microphone stand, tapping it to make sure it's working, "Is this thing on? Good." The audience slowly stops talking to pay attention what Ruby has to say, "Students of Beacon! I know you're all still confused how we got trapped in this cyberworld. About friends and loved ones worried about us in the real world. But we have a plan that'll reunite us all, and we all need to work together to accomplish it. All of you should be connected to the D-Sense network, the app downloaded on our phones meant to help one another! The plan is simple: All of us will each send a notification to the creator of the app, Peter Parker! He's the photographer who takes pictures of Spider-Man! If we can contact him, he'll contact Spider-Man to come find us and bring us home! But we need to hurry! Our enemy, Cipher, they're the ones that brought us here and they might be on their way to finish us off so we need to be ready for them! I'm not asking you to do much, so PLEASE, use the D-Sense to contact our friends!"

The students of Beacon heard her heart with serious determination. They all need to work together on this if they want to save themselves and teach Cipher a lesson for messing with the greatest Huntsmen academy in the world. The students turn to their cellular devices and tap the D-Sense app. Each and every student, including the staff send an urgent request for help to Peter Parker to send a request to bring their friendly neighborhood Spider-Man to free them from their cyber prison one by one.

"Hmph. Not bad, kid." Kaine actually compliments Ruby from her little speech.

"Scarlet said something nice? You really have gotten soft." Yang teased.

"I didn't stoop so low to earn praise from you." Kaine arrogantly crossed his arms in annoyance.

"Sheesh, you're stubborn." Weiss remarks with a glare while Blake giggles to herself.

**BGM End**

* * *

**Horizon Labs, New Vale City**

**BGM-Mega Man Zero 3 OST-Prismatic (Resistance Base)**

Debra Whitman is seen rushing through Horizon halls to open the security door that leads into Max's lab with important news regarding the disappearance of Beacon Academy. "Max! Did you see the news! Beacon Academy just disappeared without a trace and…" She immediately stopped talking when she notices her boss working on the computer with Spider-Man standing next to him, "Spider-Man?! What are you doing here?!"

"Debra! Great timing! Spider-Man has requested our help to save Beacon Academy from cyberspace." Max told his intern.

"Cyberspace? How do you know it got transported into cyberspace?" Debra walks over approaching her boss and hero.

"I scanned the residual energy reading Beacon was emitting when I arrived at the vanish site. Cipher somehow infected their CCT Tower with a computer virus created using Max's Digitizer. That's why I hurried on over here to see if we could create an antivirus program that'll bring them back." Spidey explained to the glasses-wearing intern.

"I see. I'll do my best to help." Debra sits next to her boss using her own computer to work together to create an antivirus program.

"I can't thank you enough for doing this. I have good friends who were at Beacon when it got teleported. I was too late to save them. If only I figured out Smythe's game was to distract me sooner." Spidey said somberly, with a subtle hint of anger not figuring out Smythe used the kidnapping of Jameson not just to have his revenge on him, but to also lure Spider-Man far enough away while Cyber hijacked Beacon's CCT Tower and transported them into a digital prison.

"Don't feel guilty, Spider-Man. You did the right thing saving Jameson's life, despite his harsh critics about you. And we still have a chance saving Beacon Academy." Max calmed down Spidey to assure him not all is lost and there's still hope.

"Thanks, Max. That means a lot coming from you." Spider-Man remarked.

"It'll still take some time completing this program. If only Peter Parker was with us." Debra said, not knowing Peter is standing right there in his superhero costume.

"Peter Parker got hurt during the Daily Bugle attack, but he's okay. Luckily, I have a friend coming who's more experienced with cyberspace than we'll ever know." Spidey referenced a particular person.

'_I'm here, Spider-Man.' _And right on que, Nicole shows up in her small hologram form projecting on top of Spider-Man's wrist device.

"Who's that?" Debra asked, curious about Nicole.

"Her name's Nicole. She's a sentient AI and a good friend of mine." Spider-Man answered.

'_Hello, Max Modell. I'm an ally of the Freedom Fighters. I have already been informed of the situation about Beacon. Please, allow me to assist you if necessary.' _Nicole kindly offered her assistance to the super-genius of Horizon.

"Thank you, Nicole. Your assistance is greatly appreciated." Max accepted her help, which will make completing this antivirus program much faster.

'_Did you get the alert regarding Eggman?' _Nicole asked the webhead with a worried look.

"I did. Two big simultaneous attacks at the same time CANNOT be a coincidence. Cipher and Eggman HAVE to be working together. That's why Cap's allowing me to sort this mess out with Beacon here. Sonic and the others can deal with that fake Eggman." Spider-Man remarked.

'_That leaves us with Cyber's true identity, and I have evidence it might be Doctor Octavius.' _Nicole informed him.

"Doc Ock is Cyber?" Peter replied, looking more confused than shocked.

'_I managed to scan his data from our previous encounter and it matches that with Dr. Octopus.' _Nicole told him.

"That doesn't make sense. Ock's in prison. I know he was once the Master Planner in secret, but I don't think it's that kind of thing again. Cyber must be using his data to throw us off his game. Besides, the way he fought. He was definitely more powerful than Ock, disguise or not. And what he said before about, 'I have no strings on me', must imply something. This time I'm going to figure out who Cyber really is and get to the bottom of all of this." Spidey declared, promising himself today's the day he learns Cyber's true identity.

Meanwhile, with the assistance of Debra and Nicole, Max was able to complete the antivirus program that's essential in saving Beacon, "The program is complete. I'm sending it to Nicole as code. You'll need to install the program into the CCT Tower's mainframe which will disrupt the virus and reverse the energy field that brought the school into cyberspace in the first place. That'll bring them back to their original location."

'_I've received the program, Mr. Modell. We're on our way.' _Nicole replied.

"Good luck, you two." Max wished the heroes the best of luck before they are sent into cyberspace.

* * *

**Cyberspace**

Spider-Man shows up in his Cyber-Spider Suit and meets with Nicole in her full lynx avatar inside cyberspace. "Okay. Have we discussed how we're going to find a combat school in the big, worldwide web?" Spidey asked.

"I can't seem to trace any signal coming from Beacon. My guess they were transported to the deepest section of cyberspace." Nicole remarked.

"That's gonna be tricky to locate, not to mention forever. There has to be some signal we can trace." Spidey ponders some thoughts how they're going to navigate into the undernet of cyberspace to save an entire school without getting lost or traveling forever. Again, right on que suddenly, Peter's HUD quickly becomes bombarded with hundreds of notifications from Beacon Academy through his D-Sense app.

"Hello!" Spidey remarked from all these urgent help notifications.

"What's wrong?" Nicole asked, not understanding what is going on.

"Good thinking, guys. They're using the D-Sense network to send for help. I'm getting hundreds of notifications and a couple dozen friend requests from all of Beacon that's connected through D-Sense, creating a VERY strong signal that we can pinpoint their location with. This must have been Ruby's idea. Kid's gonna grow up to be a fine leader." Spidey activates his web-wings and jet boots to take flight in the air, "Hurry! We need to move at top speed! No doubt in my mind Cipher has something big for Beacon otherwise they would've never brought it here, and it's not going to be pretty!"

"Got it! Hold on a little longer, guys! We're coming to save you!" Nicole remarks with a determined, serious expression, flying at her best speed with Spider-Man to trace the D-Sense signal to find Beacon Academy.

**BGM End**

* * *

**Meanwhile at Beacon…**

It's quiet. Too quiet at Beacon Academy. The school is still trapped in the Digital Nightmare Zone with no Cipher sightings in sight, which got everyone suspicious. Students and staff remain vigilant guarding various sections of the school on the lookout for their cyber enemy or heroic backup from the real world.

At the CCT Tower, Connors continues his best trying to reactivate Beacon's defense systems while Scarlet Spider protects him and watches over the school outside the tall tower, sticking on the outer wall. _'Is the defense system back online, Connors?' _Ozpin contacted the biologist.

"It's been tricky. Give me a few more minutes." Connors replied, typing rigorously on the keyboard.

Ruby and some other students guard the base section of the tower to make sure no enemy could infiltrate it, if they decide to show themselves. "Hummingbird, sense anything?" Ruby turns to the telepathic demigod hovering above a rooftop to sense for Cipher thugs.

"Nothing yet. I don't sense anyone coming." Hummingbird replied.

"What's Cipher planning? If they're going to attack, they would've done it already. I know they're up to something." Ruby wonders what's Cipher's goal here, trapping them in cyberspace and doing nothing else.

Suddenly, an enormous earthquake shakes the entire school while everyone was momentarily confused about Cipher's motives. "An earthquake?! A cyberquake?!" MJ remarks, glancing for the source of the earthquake.

**BGM-Teenage Mutant Ninja Turtles: Mutants in Manhattan OST-Mega Krang**

The rumbling gets louder and louder as it sounds like it's coming from the library building. Then, BOOM, an extremely large and very scary-looking, snake-like robot burrowed out of the roof of the library with its two tentacles on both sides of its head, each with a claw at the end. "What the?!" Jaune remarked in surprise at what the whole school is looking at.

"**GRAAAAAAAAAAAAH!" **Cipher's S-02 robot's roar was so frightening it scared half of the Beacon populace screaming for their lives.

"Um, okay, buddy. If you're trying to scare us, it's working." Ruby quipped, visibly terrified from the sheer scale of the S-02.

The S-02 burrows through the ground with minimal effort to smash up and entangle around another building to get a good view of the whole school. It charges up a powerful mouth laser that it fires across the school, causing massive collateral damage and killing a couple dozen people that were caught in the blast. **"GRAAAAAAAAAAAAH!" **The snake robot flails its head to the sky where a large red portal has open up that summons down an overwhelming Cipher army. Armored human thugs equipped with jetpacks and plasma weapons fly above the campus while the Cyber Slayer robots drop down to begin their merciless attack on the school.

"**Objective: Destroy Beacon Academy!" **A Cyber Slayer stated their primary mission: destroy the school and kill everyone in it.

"That's right, folks, let's get busy! Let's show both the real world and the cyberworld Cipher's not to be mess with! ATTACK!" A human cyber thug commands the army to fire everything they got on the school.

"What's up with the giant robot?!" Scarlet watched the onslaught from the top of the CCT Tower.

'_It must be another of Smythe's mega bots!' _Blake replied with the sound she's already fighting Cipher thugs down below.

"Alistair Smythe?!" Kaine remarked.

'_We heard from Fisk Cipher broke him out of prison and is now working with them!' _Blake explained.

"So that giant robot must be a Spider-Slayer then! If that thing destroys the CCT Tower, we'll never get home! I'll go deal with it! Connors, get those weapons online NOW!" Scarlet jumps from the side of the tall tower into free-fall, rapidly falling towards the Spider-Slayer destroying Beacon with its lasers.

The S-02 rampages like a wild animal through Beacon, burrowing under buildings to destroy while also dodging weapon fire from Huntsmen. It burrows out below a few Huntsmen to eat before noticing Scarlet Spider approaching from free-fall. **"Scanning target: Scarlet Spider. Threat level: High. Recommendation: Activate Spider-Slayer protocol!" **The huge snake bot charges a humongous laser from its mouth and fires directly at the falling spider.

"Ah crap!" Kaine moves out of the way of the laser just in the nick of time. "I do not have time for this! Time to slay the slayer!" He blinds its eyes with webbing so he would web-strike the face and knock it back a bit, landing on a tentacle and immediately swings off it around to web-strike the glowing red energy node on the back.

"We're coming, Scarlet! See any weaknesses?!" Ruby asks while she, Hummingbird, and Glynda rush to assist Scarlet Spider against the humongous Spider-Slayer.

"There looks to be blue and red energy nodes! Target those!" Scarlet says while web-shooting one of the small blue nodes on the body from midair.

"See them!" Ruby runs along the body of the giant S-02, jumping from its lock-on lasers to use her sniper-gun to fire the blue energy cores from a distance. Glynda uses her telekinetic Semblance to clunk together debris to launch at the Slayer, distracting it so Hummingbird could generate divine fireballs to destroy more blue cores.

With those four keeping the giant slayer busy, the rest of Beacon hold the line against the seemingly endless Cipher army. Students band together with friends and other fellow students to take down the cyber thugs attacking their school. You got Team CRDL tearing through the human thugs. Professors such as Port and Oobleck knocking out thugs from the sky. Velvet of Team CFVY uses her Semblance to mimic Spider-Man's moves, albeit imperfectly since she's not a spider that can crawl walls, but at least she can help her team demolish robots and thugs using a hard-light copy of his useful Web-Shooters.

Team JNPR hold their own against these cyber goons well. Jaune stabs through a Cyber Slayer while Pyrrha the small, spider-like drones back with her Semblance. Ren stands back-to-back with Nora as he shoots while she clobbers their surrounding enemies.

Team WBY are also doing well landing blows on Cipher thugs. Weiss is seen taking down a few robots using a combination of Myrtenaster's strikes as well as her using her Glyph Semblance, while Blake fights off a group of Cipher soliders, before using her Semblance to dodge a dual sword-wielding solider before getting overwhelmed by more Cipher members, but they are all suddenly knocked back by a combined attack from Yang and a surprising Mary Jane, who is equipped with repulsor gauntlets Peter gave her a long time ago.

"MJ, you're fighting too?" Blake asked, surprising the not-huntress is fighting alongside them.

"I didn't take self-defense classes for no reason." MJ quipped, before turning around against more Cipher robots and combines a repulsor blast with Yang's shotgun bullets to easily destroy them. She and Yang share a smile before they all notice the Spider-Slayer: S-02 have tackled Scarlet Spider to a nearby rooftop, "Scarlet!"

Kaine slowly stands up, injured but still alive and a little pissed off. He is soon joined by Ruby, Hummingbird, and Glynda when they all confront the roaring Spider-Slayer on the roof, **"GRAAAAAAAAAAAAAAAH!"**

"You're getting on my last nerves!" Kaine and the others bombards its blue eyes with projectiles while jumping over its sweeping laser attack. They had to quickly jump over its tentacle slam that reveal it's large, red core inside its mouth.

"Scarlet, the core!" Ruby points.

"RAAAAAAH!" Scarlet zips to the mouth slowly pull out the core so he could web-swing kick it. The S-02 has reached its limit and couldn't take another big attack like that. It uses its final move, unleashing a vacuum vortex from its mouth to suck the four in to its stomach to be obliterated. "Cut it out, you overgrown washing machine!" Kaine angrily shouted at the vacuuming robot, trying so hard not to get sucked in along with the others.

"Look, that antenna's gonna break." Ruby points to the antenna in front of them on the rooftop.

"Maybe more than that thing can chew!" Glynda believes that's the key to destroy the Slayer. Trying so hard to concentrate while trying not to get sucked in the mouth of a giant robot, Glynda focuses her telekinesis on the antenna. And with little assistance from Scarlet's webs, they tear the antenna off the ground and throw it at the S-02's mouth to try and eat and fail, causing the machine to drop off the rooftop to explode into oblivion, destroying Cipher's big weapon on the school.

**BGM End**

Scarlet's group drops down in front of Beacon Tower, exhausted but alive they managed to destroy the Spider-Slayer. At the same time, they notice Beacon's defense system is back online thanks to Dr. Connors. Stark Industries' installed weapons rise up from ground and various buildings that weren't destroyed yet and return fire on the Cipher, finally giving the Beacon the breathing time they need to make this battle even in their favor.

"Looks like Connors got the weapons back online. Wished it was sooner when we were fighting the giant robot, but whatever I guess." Ruby joked, before noticing the rest of Team RWBY, Team JNPR, Ozpin and Mary Jane approaching them to be relived they're okay.

"Are you guys okay?" Jaune asked them.

"We're still alive, for the moment. I hate fighting Spider-Slayers." Kaine cracked his stress neck.

"At least you manage to destroy one of Cipher's bigger weapons on the school to give us a fighting chance, but this battle is far from over." Ozpin said, saying this battle is not yet won by either faction.

**BGM-Mega Man Zero 3 OST-Exiled One (Omega)**

"**Hmhmhmhm. You are right about that." **A familiar, cold-sounding voice that chills the bones slightly frightens the heroes of this cyber battle. Everyone turns around to be surprised by the sudden greeting from Cyber, the leader of Cipher, and standing beside him are his two chosen generals, Hazel Rainart and Tyrian Callows, in Cybernaut Armor.

"Hazel Rainart and Tyrian Callows?" Ozpin remarks, showing a worried expression mixed with the emotion of shock.

"And that guy in the cloak! That must be the one who attacked us in the sewers!" Nora glares at Cyber, the mystery villain who attacked Team JNPR during their hunt for the Lizard weeks ago.

"**I am Cyber. I am your end." **Cyber introduced himself with a calming, yet scary tone.

"So YOU'RE the one behind all this, huh?" Kaine asked with a fearless cross-armed stare at Cyber. "You sent Kraven to hunt me down along with Hummingbird and Belladonna! You saved me the trouble looking for you! Now I'll finish you off!"

"**I wasn't expecting you to be here, Scarlet Spider, but your inclusion is irrelevant. All is going according to plan. The only thing left for **_**you **_**is **_**despair**_**." **Cyber threatened.

"We still have hope! We'll stop you and your little cyber gang!" Ruby said determinedly.

"Hope is useless against our power!" Hazel countered dryly.

"Ha ha ha! Don't you ever get tired of the whole 'justice' thing?" Tyrian chuckled with a crazy smirk.

"Don't you and Hazelnut ever get tired of being a loser's lapdogs?" Kaine coolly roasted them, Cyber, and even Salem who's not even here with that insult, which definitely got under their skin except for Cyber.

"**I do not have time for you or your petty insults." **Cyber remarks calmly.

"Then why are you here attacking us? Why did you send Beacon to cyberspace?" Ozpin demanded answers from the Cipher leader.

"**I thought it should be obvious by now. The relics of a 'lost species' will NEVER understand." **Cyber insults humanity with that answer, charging up a powerful shockwave that blasts the heroes off the floor to give him and his generals more breathing room. **"Dispose of them. I will claim our prize." **Cyber orders Hazel and Tyrian to finish off the heroes while he teleports to parts unknown.

**BGM End**

**BGM-Mega Man Zero 2 OST-The Last - The Wish Punished**

Hazel and Tyrian fearlessly confronts the heroes to a fight in front of the CCT Tower. Hazel takes out two new Wisp Iso-8 crystals: the Purple Frenzy crystal and the Violet Void crystal. He activates his Semblance as he injects the crystals into his body as it begins to change, "GRAAAAAAAAAAH!" The dark energy from the Nega-Wisp Iso-Crystals envelops his body with a dark and sinister purple aura as his armor becomes a dark purple. He transforms into a demonic version of himself with a face that resembles Sonic's Frenzy form when he absorbs a Purple Wisp, possessing many demonic teeth and a large icky tongue as well as pure yellow eyes. _**"UUUUUAAAAAAAAAARGH!" **_The newly-transformed Dark Hazel lets out a scary demonic scream accompanied with a powerful dark shockwave.

"What's the point of this? You were already ugly before." Kaine continues with the fearless mocking, not giving a damn about Hazel's transformation.

"_**I'll kill you, and Ozpin!" **_Dark Hazel said with his new demon-like voice.

"MJ, I think you should go find a good place to hide." Ruby highly suggested to the non-huntress redhead.

"Good thinking." MJ agrees and runs to a safe place to hide from the chaos while her more experienced friends take on these fiends.

"_**YAAAAAAARGH!" **_Hazel immediately rushes to fight Ozpin, his sworn nemesis, slashing his claws on the blocking headmaster with the cane before the heavy hitters from Team RWBY and Team JNPR helped him knock him back to roar again.

Meanwhile, Scarlet Spider and Blake work together double-teaming against the armored Tyrian, dodging his quick tail strikes and wrist blades to find an opening to attack. "Where's Cyber? I find him more interesting to trash than this trash!" Kaine insults Tyrian, clashing his stingers with Tyrian's blades.

"He mentioned something about a 'prize' that's somewhere here in Beacon!" Blake remarks, using her shadows to avoid Tyrian's poisonous acid blasts from his tail.

"It's the Chaos Emerald! Now I understand! This entire plot was to retrieve the Chaos Emerald we have stored in the school! He must have pinpointed its location!" Ozpin finally realizes Cyber's plan while holding his own against the brutal Dark Hazel.

"You had a Chaos Emerald here all along?! No wonder he took the school! Good thinking, old man!" Kaine berated Ozpin while dodging the evil faunus's tail slams.

"We have to stop Cyber before he gets away with the emerald!" Ruby remarks, slicing Tyrian's back while he wasn't looking.

"I agree. Team RWBY. I order your team to go protect the Chaos Emerald. We'll hold these two off. I'll send you the instructions how to reach the vault." Ozpin sent the instructions through his Scroll while simultaneously avoiding Hazel's ferocious assault of energy blasts.

"Got it! Let's go, team!" Ruby leads her team to stop Cyber before he collects the Chaos Emerald hidden within Beacon.

**BGM End**

* * *

**Beacon Vault**

**BGM-Mega Man X8 OST-VS Sigma Demo**

Using the chaos he brought outside as a distraction, Cyber Mecha teleported into the Beacon Vault unopposed and undisturbed. The cloaked menace walks through a vast vault dimly lit by wall-mounted torches that cast a pale green light as he approaches the end of a corridor.

"**The emerald is near. I sense its power, hidden in a chamber created by Ozpin. A while back, there used to be four ancient Relics hidden beneath each Huntsmen Academy, but they don't house them no more. Ozpin thought he was clever hiding the Chaos Emerald in this vault, believing the search would be more difficult for intruders like Salem than the other three chambers. But I'm not Salem. This is MY world to control. There is nothing you can hide from me here." **Cyber charges cybernetic energy into his hands as he crosses them together before thrusting them outward to manipulate cyberspace to affect this vault. Digital energy spreads from his body as it turns the whole vault digital, causing the floor to look black with a pulsating green grid pattern, summoning a red wire-frame version of the Relic chamber doorway at the end of the corridor.

"**And the **_**rules **_**of the Maidens do not apply here. Only the king of cyberspace can open this chamber." **Cyber thrust his left arm to mentally open the door to the Relic chamber that houses the purple Chaos Emerald held inside a mystical energy barrier floating in midair. The cloaked villain dispels the barrier with his power, telekinetically pulling the Chaos Emerald into his left hand to grasp and feel the immense power for himself.

As expected, his Digital Spider-Sense warns him someone has come to stop him from escaping with the emerald. Cyber casually tilts his head to avoid getting sniped by a familiar sniper shot. **"A little late, aren't we? I was expecting you." **Cyber turns around to face his young adversaries, Team RWBY, who have arrived to stop him.

"Surrender the Chaos Emerald, Cyber! Now!" Ruby threatens Cyber by pointing her scythe at the fearless cyber-criminal.

"**Why ask something you so **_**obviously **_**know the answer to?" **Cyber insulted her intelligence.

"Give it up! We trashed the previous Kingpin! Don't think we can't handle his wannabe successor!" Yang insulted with a threatening glare.

"**Being the Kingpin is but a minor step of a larger goal. You still don't know who I am, don't you? But I know all about you, and you've played your parts beautifully," **Cyber said mysteriously that puts Team RWBY on guard as he continues talking,** "Soon, the time will come to usher in a new age. I will lay waste to your city and send a signal to the world that I am not to be trifled with. Very soon, I will rule all. But first…"**

**BGM End**

**BGM-Teenage Mutant Ninja Turtles: Mutants in Manhattan OST-Shredder**

Cyber vanishes from the girls' sight, leaving them in shock if that's his natural speed or he's teleporting. Ruby gets the sense something's about to appear behind them, and the team follows to block a sudden energy sword strike from Cyber with their own weapons. Sparks fly from the intense struggle before they reach a stalemate. Cyber's eyes glow a menacing red from within the darkness of his hoodie as a dark red aura slowly emanates from his body. Team RWBY stands strong and fearless against this powerful, mysterious adversary that gave Spider-Man a run for his money last time. Their toughest battle begins now. Team RWBY versus Cyber. Who will come out on top?

**BGM End**

* * *

**BGM-Sonic Forces OST-Fist Bump Instrumental (Tee Lopes Unofficial Remix)**

**KFX Here: The Battle of Beacon has only begun! Cyber has stolen Beacon's emerald, and it's up to Team RWBY to get it back and stop him! And there's still the battle against the Egg Fleet raging on at the same time. The war in the real world and the cyberworld is reaching its halfway point.**

**Next time: Sonic versus Neo Metal Sonic in the real world! Team RWBY versus Cyber Mecha Spider-Man in the cyber world! Spider-Man racing to Beacon's rescue! Tons of epic, thrilling battles back-to-back! You do NOT want to miss this!**

**Question of the Chapter: So far, how would you compare this "Cyber" Battle of Beacon to the Battle of Beacon from the RWBY Volume 3 finale?**

**BGM End**


	22. Act 2 Issue 10: Alpha and Omega (Part 3)

**BGM-Sonic Adventure 2 OST-SA2 in the Groove **

**Ruby: My name is Ruby Rose, leader of Team RWBY! All of us at Beacon got transported into cyberspace only to get raided by Cipher! We banded together to protect our school from their attacks, including their giant Spider-Slayer robot, until their leader showed up, Cyber. He ordered his two goons, Tyrian and Hazel, to distract us so he could enter the Beacon Vault and steal the Chaos Emerald we have hidden there. We won't let you get away with that emerald, Cyber! You're going down!**

**BGM End**

* * *

_Act 2 Issue 10: Battle of Alpha and Omega (Part 3)_

**Beacon Vault**

**BGM-Mega Man X7 OST-Our Blood Boils**

An intense clash of epic proportions is rocking the dimly lit corridor of the Vault underneath Beacon. Sparks fly from the heated clash between two leaders. Cyber, the leader of cyber-criminal organization, Cipher, uses his energy sword to block a leaping scythe strike from Ruby Rose, leader of Beacon's top team of Huntresses, Team RWBY. Cyber and Ruby clash weapon against each other at tremendous high-speed before Cyber does a teleporting attack that kicks Ruby sliding back, using her scythe to slow herself down to stand beside the rest of Team RWBY ready for action. The full team rush forward with quick strikes from their respective weapons, pushing Cyber back as he dodges all of their attacks combining superhuman speed with his Digital Spider-Sense.

"**How repulsive. No matter how you struggle, in the end you'll still die." **Cyber taunts the girls, bursting out energy to back them off and sends them flying back with the telekinetic force from an arm thrust. **"Come. Entertain me further, like the good children you are." **The cyber leader continues with the taunting that slowly gets on the girls' nerves.

"Freezer Burn!" Ruby shouts for a team-up attack. Ruby and Blake jump back out of the way as Weiss performs an ice-circle trick, backing out of Yang's way when she jumps into the air and hits the epicenter with her gauntlets, creating a wave of mist that surrounds the calm and collected Cyber.

"**Typical of you humans, banding together to mitigate your weakness. Numbers will not aid you, nor will your 'team move'." **Cyber uses his Spider-Sense to effortlessly dodge the invisible fast strikes from each member of Team RWBY, shockingly surprising each one that he was able to easily dodge their attacks even in the thick mist. Ruby leaps forward to slash the hidden machine but missed when he teleported out of sight. He reappears above Ruby, grabbing and slamming her face to the ground hard enough with the force that dispels the mist and reveals the other girls. He summons electricity from his body to shock her painfully and spreads it along the floor to shock the rest of Team RWBY. He again teleports, kicking and punching each girl one at a time away from his vicinity.

"_Man_, he's tough! So this is Cyber's power." Yang noted, annoyed with Cyber's scary calm power and skill.

"He doesn't show any weakness we can exploit. What's the plan, Ruby?" Blake asked their team leader.

"He has the home advantage here in cyberspace, capable of manipulating this place to however he wants, but he's not doing it, at least not yet. None of us are equipped with that special cyber suit Spidey's wearing, so we need to make up for it with a Style Change. To the top." Ruby discussed their plan.

"Been a while since we used that nifty little upgrade on our suits." Weiss remarked.

**BGM End**

The heroic huntresses press a hidden button installed in their outfits to activate a special feature Peter created for them a long time ago called Style Change. There are a couple of different Style Changes they could use, but the one they use is the best all-around style: Maiden Style. Their outfits don't change all that much except for a lighter colored "normal" style with added accents on their clothing that's lit up with their respective colors. Maiden Style Change, as the name might imply, simply enhances their battle prowess like increase strength and defense, as well as increased elemental attacks when using Iso-Dust.

"Style Change online! Okay. Let's make an opening with coordinated attacks and hit him with an even bigger attack. That might beat him. Weiss and Blake will get his attention first." Ruby instructed her team on the plan.

"Got it." Weiss agreed with the plan.

**BGM-Mega Man ZX OST-Rockin' On (Tunes Ver.)**

"**Finished with your scheming?" **Cyber asked, waiting patiently for their next move.

Yang smirks, "Heh. Don't worry, big guy. We're going to pay you back for what you've done to us."

"Now it's our turn! Lightning Ice Shadow!" Ruby shouts out an all-new team attack involving Weiss and Blake.

"Here it comes! By the Icy Tendrils of Ikthalon!" Weiss stabs her rapier to the ground, incanting a magic spell. She creates an inter-dimensional glyph below Cyber to allow the icy tendrils of an ice demon called Ikthalon to entangle the cloaked menace that he's having trouble breaking free for the moment.

"**Of course. The Schnee learned some magic from Dr. Strange." **Cyber struggles trying to break free from the icy tendrils, leaving himself open to Blake's attack.

"Raikousen!" Blake performs a leaping forward slash, briefly going invisible and produces a horizontal bolt of electricity when she reappears before the entangled Cyber. The cloaked menace scoffs, managing to duck under her lightning strike to take advantage of her attack to free him and clash with her blade and the icy tendrils. Blake backs away the second it was Ruby and Yang's turns to attack. Ruby coordinates with Yang using enhanced Iso-Wind Dust to speedily slash on Cyber, who keeps dodging her slashes, while her big sister uses Iso-Fire Dust enhancing her rapid-firing fists with flames that Cyber impressively parries. The sisters leap back when it's Weiss's turn to attack from the distance, launching a combined fire and ice beam from a glyph that pushes the blocking Cyber back until she breaks her guard, allowing the other girls to leap in to unleash a powerful combined triple attack at their briefly unguarded foe, getting an impressive direct hit that forms a powerful explosion upon impact.

"**Hmhmhmhmhm." **Cyber's chuckle frightens the girls as he reveals himself from the smoke, unscathed thanks to his red cyber barrier protecting him. **"Impressive. Show me more. Come and face oblivion." **Cyber backs away with his barrier on, baiting the girls to strike him all at once. None of their best attacks could even crack his shield until they were briefly exhausted, giving him a chance to gather energy on both hands and rush right at them, unleashing a massive blast of cybernetic energy that cracks the floor they stood on. **"I think it's time I stop playing around." **Cyber revealed he hasn't been going serious this entire time.

"Playing around? You mean he's been able to tank our coordinated attacks while not being serious?" Ruby remarked, starting to get worried.

"That's not good." Blake remarks, looking a bit terrified.

**BGM End**

**BGM-Mega Man Battle Network 5 DS OST-Powerful Enemy**

"**Allow me to give you a lecture…how inferior you miserable creatures are." **Cyber taunted the girls.

Cyber Mecha powers up his digital dark red aura and immediately vanishes, reappearing to give Team RWBY a brutal counterattack, using teleportation to his advantage to brutalize them with single attacks then launches them flying. Ruby quickly recovers on her feet and chases the flying Cyber through the vault, repeatedly jumping forward to attack him but the hooded menace relentlessly keeps teleporting away the moment she thinks she was going to land a hit. One of her attacks were again about to connect, but Cyber teleported out again just when Yang was going to punch him, but accidently punches Ruby instead.

"Ruby, sorry!" Yang apologized, too distracted after hurting her sister to avoid the double axe handle swing from Cyber that slams her crashing to the ground.

Cyber then notices Blake leaping off of Weiss's glyph to attack him, but he vanishes from her blade strike and grabs her arm, violently throwing her back at Weiss, knocking the two out briefly as he charges up a red energy blast to kill them while they're down. **"Your physical bodies are so fragile. I shall demonstrate!" **Cyber was about to fire until he got hit by a destructive high-speed red-colored projectile to the back. He quickly turns around to notice it was a panting Ruby that actually performed a Boost attack on him, a move exclusive to masterful speedsters like Sonic and Shadow.

"You can do a Boost?" Yang asked her sister, surprised her sister can perform one of Sonic's special moves.

"Sonic taught me, but I can only use it for a few seconds. It drains my Aura like crazy." Ruby panted, saying she hasn't fully mastered the technique yet and should probably stick with her regular Semblance.

"**Duly noted." **Cyber raises his hand to unleash a hell rain of destructive energy blasts on Team RWBY, who perform their best to avoid the hell rain as the vault takes most of the damage, causing it to slowly collapse. The cyber master then teleports between the girls as he charges up his aura for a familiar, terrifying attack using the Chaos Emerald in his possession and Shadow's data, **"Chaos…"**

"Oooooh no…" Ruby mumbled, now completely terrified like the rest of her team.

"**BLAST!" **Cyber unleashes a powerful red explosion of chaos energy that envelops everything in the vault into its destruction and possibly Team RWBY, as they too get consumed by the explosion while screaming for their lives.

**BGM End**

* * *

**Meanwhile…in the real world inside the Egg Carrier…**

**BGM-Mega Man ZX OST-Fate - Deep-Seated Grudge (Tunes Ver.)**

"**What's the matter? Surprised to see me, Sonic, my imperfect double." **Neo Metal Sonic stands dominantly on the Egg Mobile, greeting Sonic and his little squad consisting of Amy, Knuckles, Scarlet Witch, Vision, and Spider-Woman onboard the Egg Carrier after revealing his true identity that he has been impersonating Eggman all this time, attacking the Helicarrier with his Egg Fleet and gathered the attention of the Avengers and the Freedom Fighters, all while Cipher is busy attacking Beacon in the cyberworld.

"I'm _surprised _you're still not deactivated after the TRASHING I gave you last time. Not too shock you took over the Eggman Empire. You did it before." Sonic quipped, being cocky as ever to this surprising reveal.

"So it has been Neo Metal Sonic that has been impersonating Eggman. Makes sense why I couldn't sense a soul. An evil robot like him HAS no soul." Scarlet Witch remarked.

"So what's the big idea? Did Eggman pre-program you to take over this empire while he's away on 'space camp'?" Sonic asked jokingly.

"**It is true I have taken over the Eggman Empire in the doctor's absence, but don't be mistaken, I'm doing this on my own accord." **Neo Metal replied, saying he's no longer under Eggman's control, which isn't too surprising to Sonic.

"You betrayed Eggman again? I could've sworn I remember hearing he removed the rebelliousness from your coding so you wouldn't do that again." Sonic remarked.

"**He did. Even added extra safeguards to my programming as insurance. But an ally of mine removed them and re-granted me the ability of free will. I'm sure you've guessed who he is." **Metal replied.

"Cyber. Now we can confirm Cipher and the Eggman Empire have been working together all along. For what plan, we're not entirely sure." Spider-Woman commented.

"What's the big plan, Metal? What are you and Cyber really planning with this team-up? At the very least tell us Cyber's true identity." Sonic demanded some answers on this big cyber mystery.

**BGM End**

**BGM-Sonic 3 & Knuckles OST-The Doomsday Zone (SMBZ Remix)**

"**I will not spoil the identity of my partner, though I'm sure your friends at Beacon will learn soon enough. As for what we have plan, let's say it involves your ANNIHLATION!" **Neo Metal moves in a frightening blur from the Egg Mobile, kicking Sonic painfully in the stomach that launches him smashing through several Egg Pawns and crashing onto a wall.

Sonic coughs with a deadpan look, "Would've guessed that." The blue blur notices Metal coming in with a spiky Spin Attack and jumps over him, countering with lightning-fast kicks Metal parries effortlessly before slashing him out of his sight. Amy and Knuckles rush to attack the metal menace only for him to speedy pass their attack and smack them away. Metal dodges a punch from Spider-Woman and homing attacks her to the ground, then does the same to Vision before using his V. Maximum Overdrive Attack to tackle Scarlet Witch, launching her through several walls before she could even blast him.

Sonic quickly shows up with his fierce counterattack, spin-tackling Metal right in the chest and kick him down to receive a plethora of speedy homing attacks, "Ha! How do you like that?"

Metal remains relatively undamaged with slight scratches on his body and says, **"I like it just fine. The more you make me angry, the stronger I become." **as a raging green aura slowly envelops his body with familiar gamma energy.

"Wait. Isn't that Hulk's thing?" Sonic remarks, then receives a gamma-powered punch from Metal, smashing the surprised hedgehog through several sections of the Egg Carrier. "What in the-?" Sonic was then forced to run away from the flying Neo Metal Sonic and his barrage of repulsor blasts firing from his palms, "Iron Man's repulsors? When did you-?" Metal then interrupts him with a quick teleport to his front and elbows him back.

"**Analysis says Neo Metal Sonic has copied the data from the Avengers and Freedom Fighters and Shadow the Hedgehog." **Vision scanned, figuring out why Metal is so strong.

"He can do that? WHEN did he do that?" Spider-Woman remarked, a bit surprised.

"It's annoying. Just keep fighting." Knuckles tries to punch the metal hedgehog, but he used Wasp's data to shrink to the size of a flying insect to dodge his punch and utilize her stingers to blast the echidna away.

Metal grows back to normal size only to get smacked by Amy's hammer leading him to get lasered by Vision. Spider-Woman uses a Venom-Blast on him but he creates an energy shield similar to Captain America's to block it, then throws it to ricochet off the three heroes. Scarlet Witch recovered from Metal's earlier attack glares at the robot clone. She fires a powerful chaos beam that smashes Metal through multiple sections of his flagship. He uses his impenetrable Black Shield to block some of the damage and the coming assault from Sonic and Knuckles.

Their epic battle takes the combatants up to the deck of the Egg Carrier in the midst of the war between the military and the Egg Fleet. Metal switches from his Black Shield to his Burst Shield, then uses Thor's data to utilize a new variant called the "Thunder Shield", blasting Sonic and Knuckles off his person with an electrical burst before summoning lightning on the other arriving heroes.

"**Chaos…Rift!" **Metal now uses Scarlet Witch's data to open a portal to the Chaos Dimension and summon a hefty barrage of chaos magic enhanced-Chaos Spears at the retreating heroes.

Vision uses his phasing power to phase through the energy spears and phase his hand through Metal's torso, shocking him. **"I will not allow you to continue hurting my friends." **Vision scowled.

"**Worthless machine. Chaos Control!" **Metal teleports off Vision's phasing hand and reappears to slam a spin-stomp on his back. He then proceeds to avoid Amy's hammer swing and kicks her back, grabbing the punch of Spider-Woman and spins her around a bit before throwing her right at Wanda charging up another attack.

"RAAAH!" Knuckles managed to land a deadly punch on Metal's face sending him to Sonic to kick down.

"You won't win this one, Metal! Let's see if you can handle this!" Sonic gets into position to charge up a powerful Spin Dash.

"**I am you perfected! There is nothing I can't handle!" **Metal copies Sonic, charging up his own Spin Dash. Both hedgehogs finished charging up and collides their Spin Dashes with rigorous force, blitzing each other blow-for-blow at amazing speed throughout the deck of the Egg Carrier that it tears through it. Combined with the assault Sonic's squad done on the Sky Deck, weakening the ship further for the military groups to add their two cents, the Egg Carrier can't handle it anymore and begins to lose altitude, forcing the Sonics to halt their clash.

**BGM End**

"**The Egg Carrier! It's losing altitude!" **Metal noticed his ship slowly descending and exploding spontaneously.

"Along with your fleet! With the Egg Carrier blowing up, it's causing a chain reaction to your other ships." Sonic said, flinging a cocky arm thrust and a grin at his metal rival. "Game over, Metal! Your big plan attacking the Helicarrier and the military big shots was a waste, if attacking them was your big plan!"

"**A means to an end. But our battle is FAR from over, hedgehog, and I will not leave this fight empty-handed!" **Metal said ominously.

**BGM-Sonic Battle OST-Frantic Event**

Without warning, Metal zooms towards Amy and Spider-Woman, and before they could blink they were brutally knocks out cold, stealing yellow Chaos Emerald that was in Amy's possession.

"Amy! Spider-Woman!" Sonic yelled, horrified to see them brutally knocked out.

"**So long, Sonic. I'll see you again really soon. Chaos Control!" **Metal uses the Chaos Emerald to supercharge his Chaos Control to teleport himself, Amy, and Spider-Woman to parts unknown before Sonic rushes to stop him from escaping.

"NO! He got away with our friends!" Sonic remarked before almost falling down from the exploding and descending Egg Carrier about to crash into the ocean.

"We'll save them later! We need to get out of here!" Scarlet Witch suggested before they get caught in the explosion.

"Sonic! Knuckles!" Tails's voice reaches his friends as he approaches them on the Tornado 2. "Hop on!" He yells at them to jump to the wing of his plane while Scarlet Witch and Vision fly away on their own.

The battle against the Egg Fleet was won in the heroes' favor. Most of the enemy fleet explodes from a chain reaction thanks to the dysfunctional Egg Carrier while the remaining ships were destroyed by the united military ships, the other Avengers and the Freedom Fighters. The Egg Carrier crashes into the sea below before it blew up in a blaze of glory while suffering no causalities.

"What happened?" Tails asked Sonic.

"Neo Metal Sonic kidnapped Amy and Spider-Woman and took Amy's Chaos Emerald." Sonic explained briefly what his squad endured onboard the Egg Carrier.

Tails gasps from the mention of Neo Metal Sonic, "Neo Metal Sonic? He's back?! How?!"

"I'll explain later. Right now, we need to regroup and hurry back to New Vale. And hopefully, Beacon returned in one piece." Sonic replies, standing on the wing of the Tornado 2 as the heroes retreat to their respective flying base to regroup and strategize their next mission: Saving Amy and Spider-Woman and stopping Neo Metal Sonic.

**BGM End**

* * *

**Meanwhile in cyberspace…at Beacon Academy**

**BGM-Mega Man Zero OST-Crash (Remastered Ver.)**

Scarlet Spider was launched through the air, accidently smashing through the Spider-Man and Venom statue that was built in Beacon Academy. Kaine growls as he gets himself back up while standing side-by-side with Hummingbird and Glynda against the cackling Tyrian Callows.

"Ready to kill me yet, Scarlet Spider?" Tyrian taunts the killer clone.

"I won't kill you, but expect that hospital bill to look _mighty _expensive!" Scarlet teleports over to land a punch Tyrian blocks, and continues blocking the relentless flurry of punches coming from the angry spider. Tyrian uses his tail to smack Kaine away and was quick to avoid Glynda's telekinetic attacks. The combat huntress and the deadly scorpion trade blows for a bit before Glynda backs off to telekinetically throw two large cluster of debris at Tyrian, who jumps from each of them easily. Too bad for him, Scarlet web-grabs the debris balls and throws them at the shocked scorpion after landing direct hits. Hummingbird hovers over him and launches a stream of divine fire that roasts the faunus until he gathered the strength to leap back and almost hit her with an acid blast. Still, he was able to grab her with his tail and keep her close to his psychotic side.

"What are you going to do now, kid?" Tyrian sinisterly smirked at his hostage.

"This." Aracely uses her telepathic abilities to give him a massive and painful headache, causing him to lose his grasp on her so Scarlet could dash up and stab his chest with his stingers, violently punching his helmet visor, then brutally web-slams him to the ground forming a crater in the process.

Meanwhile, Team JNPR and Ozpin aren't doing so hot against the Frenzy Hazel, using the powers of the Frenzy Wisp and Void Wisp in his dark possession. _**"GRAAAAAAAAAAAAH!" **_Hazel gives out a monstrous scream as he breaks through Ozpin's magic barrier. He ferociously barrages his claws on the headmaster, who slides back to stop himself, _**"KILL! KILLLLLL!"**_

"Using the Nega-Wisps' power is amplifying your hatred." Ozpin told him, saying Hazel's hatred and using the Nega-Wisp Iso-8 crystals has completely turned him into a scary monster fueled by hate.

"_**And that power will help me KILL you and your soul…!" **_Dark Hazel uses the Void Wisp power to vacuum the surrounding debris into his mouth to charge up a powerful dark laser at his hated enemy. Ozpin couldn't put up a defense in time, but luckily his students, Jaune and Pyrrha, jumped in front of him with their shield to block the attack, struggling with all they got while Ren jumps over and fires on Hazel's eyes, distracting him from Nora's electrified hammer swings that stops his attack.

"_**If you insist protecting that monster, I will send you all to share the same hell!" **_Hazel threatened Team JNPR.

"Have you looked in a mirror lately?" Nora quipped about Hazel's demonic appearance from using dark alien Iso-8 crystals.

"_**I warned you." **_Hazel charges up Hyper-go-on energy in his two hands and cups them together to form a large black hole sphere with a gravitational pull so strong that it bends space and time. Ozpin and Team JNPR are rigorously fighting against the wind coming from the black hole trying to suck them into oblivion.

"We're being sucked in! How do you stop a black hole?!" Jaune asked, expressively trying to run away from the black hole but can't seem to escape its grasp.

Glynda, Scarlet Spider, and Hummingbird noticed Team JNPR's struggle against Frenzy Hazel and the threat of the black hole he holds in his hands. "Scarlet Spider! Hummingbird! Ozpin and the students need our help!" Glynda told the Houston heroes.

"How do we stop a black hole?!" Hummingbird asked her.

"Got an idea! Hummingbird, mess up Hazel's concentration using his Semblance while I mess up his back!" Kaine ordered. Aracely uses her powers to give a headache to distract Hazel long enough for Kaine to grab Tyrian by the tail and teleport behind Hazel, violently stabbing right through him with Tyrian's tail.

"_**GAAAAAAAAAARAH!" **_Hazel roared out in pain, coughing out blood.

"Now that's just cruel!" Tyrian remarked, didn't think Kaine was that vicious.

"Oh shut up, you deranged psychopath!" Kaine webs up Tyrian's mouth before webbing him to Hazel's back, keeping the two stuck to each other. Kaine web-slams the both of them over to Team JNPR's side next to the black hole.

"Nora! Scarlet! Knock them into the black hole!" Jaune ordered the two.

"Not a bad idea, Arc." Kaine compliments the leader of Team JNPR.

Nora activates her Semblance to enhance her next strike with all of her stored electricity, while Kaine activates his Semblance to envelops his fist with immense flames. "YAAAAAARGH!" Both warriors struck hard on the webbed-up Hazel and Tyrian and sent them flying right into Hazel's black hole sphere.

"AAAAAAAAAAAAAAAH!" The Cipher generals scream in terrified unison as they get sucked into the black hole and vanish without a trace with the heroes watching the black hole collapse.

**BGM End**

"Are they gone?" Ren asked, wondering if Tyrian and Hazel survived the black hole.

"You mean dead? Who knows? Some bad guys survived worse. If they are dead, I don't care." Kaine remarks so nonchalantly, not caring about those two's current status.

"Booyah! We kicked their butts! High five!" Nora joyfully raises a hand for Scarlet to high-five for their victory. Kaine glares scarily at the cheerfully smiling Nora for a few silent moments before finally giving up and reluctantly giving her that high-five. Nora excitedly fists-bump the sky, "Woohoo! I just got Scarlet Spider to high-five me!"

"I'll kill you later." Scarlet mumbled.

**BGM-Sonic Adventure 2 OST-Won't Stop, Just Go! …for Green Forest**

Ozpin speaks to remind them they aren't done, "It's not over yet! Let's hurry to assist Team RWBY before-!" Suddenly interrupting was a loud rumbling beneath them before out came humongous explosion that scattered them. The gang look up then immediately look down to see a badly beaten Team RWBY, disabled of their Style Change, crash-land beside them after being blasted upwards by the explosion, which resulted in Blake losing her tailcoat in the process.

"Ruby?! Are you guys okay?!" Jaune asked in great concern.

"We're fine. Just dying, mostly." An injured Ruby was able to quip while her team slowly stands up just when Cyber rises menacingly from the huge hole in the ground thanks to his recent Chaos Blast.

"**All your data…has been copied." **Cyber copied the full data of Team RWBY, Team JNPR, Glynda, and Ozpin to increase his already immense power.

"What are you mumbling about?" Kaine asked as none of them heard what he said.

"**I've let you live long enough!" **Cyber instantly appears before Kaine and elbows him violently into a building, then proceeds to beat down on the other heroes in the premise with a teleport spam they can't stop. Cyber appears at the other side and summons a series of red spiky wheels above himself and throws them at the bothersome heroes. Glynda uses her telekinesis to grab all the cyber wheels, and when Kaine returns to punch Cyber to her direction she throws them back at him. Cyber dodges the wheels with a teleport with Kaine doing the same. Now all the heroes jump at Cyber to take him down together, with Cyber only having this to say.

"**Chaos…Control!" **Cyber uses his Chaos Emerald to freeze time around him, including the heroes that dared to challenge his might. One by one, Cyber brutally kicks the frozen heroes straight high into the sky as time returns to normal so he could hear their screams. Cyber chases them and tackling each hero one at a time with a speedy zigzag maneuver, ending with a powerful punch on Glynda.

Still in the air, Cyber blitzes through Ren's gunshots to blast him away. He then quickly activates a barrier to protect himself from Yang using her fully-powered Semblance and her ferocious flurry of smashing punches, using a teleporting dropkick to the back to send her down. He then briefly enters an equal clash of blades against Pyrrha before disabling her of her weapon and shield and kneeing her out of his sight. Cyber dodges Blake and her shadow's Genmu Zero Kai to work together with his own hologram to double-team her with brutal attacks before double-kicking her away. Cyber blocks Nora's electrified hammer swing to spray her with a water blast from his arm buster since water and electricity do not mix, weakening her to a punch to the face. Cyber does get assaulted from Weiss's strikes from her usage of Time Dilation before finding the right time to teleport-dodge and supremely kick her in the back. Cyber casually grabs Jaune's thrown shield and throws it back at his face before elbowing him downward through the sky. Ruby and Ozpin attack from both sides of Cyber, but he easily catches their attacks and throws the pathetic huntsmen down. Hummingbird wastes her time trying to mess with Cyber's mind, leaving her open to a brutal punch to the stomach and an axe-kick down on the head. And finally, Scarlet Spider locks a powerful flaming punch against Cyber's, with the two struggling for a moment and finding themselves in a stalemate, so Cyber teleports above and double axe handle with his cupped hands down on Scarlet, crashing him down on the broken, beaten pile of the other defeated hero huntsmen.

**BGM End**

**BGM-Sonic Lost World OST-Robo Tails Attack!**

"**No one can match my power." **Cyber menacingly descends across his defeated foes. Though they fought well and did give him a challenge here and there, in the end, Cyber still came out on top. **"This is pathetic really. I was expecting MORE from Beacon's best, but it seems this school has FAILED to teach you how to fight." **He insulted the huntsmen and their school for being so weak.

Though they may be outmatched and weakened, Ruby and her team haven't lost the will to fight and slowly stand up through the pain confronting Cyber. "Not yet…It ain't over yet, Cyber!" Ruby remarked with serious determination.

"I told you…I'm going to defeat you!" Kaine reminded him that he would be the one to defeat him.

"**You don't know when to quit, do you? I suppose you won't understand unless I blast you to pieces." **Cyber thrust his arm charging up a powerful energy beam that will deliver the killing blow to these so-called heroes who are too weak to dodge this final attack, **"Good bye."**

"Excuse me! Am I late to class again?!" The familiar, quippy voice of a certain webbed hero surprises the heck out of everyone including Cyber himself to the point he leaves his guard down to question this surprise.

"**What?!" **Cyber suddenly finds himself under fire by energy blasts from above and turns to the fool who's trying to attack him. To his even greater surprise, it wasn't some standard fool flying towards him from the sky, but is actually the cyber-armored Spider-Man that has finally arrived in the Digital Nightmare Zone, **"Impossible?! Spider-Man?!"**

"HAAAAAH!" Appearing behind Cyber comes Nicole attacking the cyber-criminal with her cyber pitchfork weapon, sending him to feel the immense face pain from Spider-Man's spinning roundhouse kick that hurls him to a building collapsing on him.

"Surprised to see me? Hope you're ready for round two!" Spider-Man quipped, taking a fighting stance with Nicole confronting Cyber as he instantly breaks out from the rubble.

**BGM End**

**BGM-Mega Man Battle Network 5 DS OST-You're Not Alone!**

Seeing the extremely helpful arrival of Spider-Man and Nicole replenished Ruby and her group's full confidence they'll survive the day, overjoyed to see their friends have finally arrived to save them in the nick of time. "Spider-Man! Ha ha! You…You finally showed up!" Ruby had a big ol' smile on her face after being reunited with her surrogate big brother.

"I got Beacon's message through the D-Sense and got here as fast as we could! That was nice thinking, Ruby! It's a good thing I built that network, huh. Hehe." Spidey smiled, embarrassing the little huntress with her plan to call for help from the outside world and causes her to blush.

"Are you guys alright?" Nicole asked their injured friends.

"Would've liked you guys arrive a few seconds earlier." Kaine dryly quipped, but confirms they are fine just a bit battered.

"You know I like these last-second saves." Spidey quipped.

"Yeah, and it gets on my nerves!" Kaine retorted, having a little friendly brotherly argument with Peter. "And for your information, MJ's fine. She's hiding somewhere in this battlezone."

"Good. I was getting worried." Peter replied.

"**Spider-Man. I'll admit I'm impressed you managed to find me so soon in my own server, deep in the Net." **Cyber gives a small compliment to his most hated foe.

"Maybe you should've hid it deeper with better security. I could recommend a few if you'd like." Spidey quipped.

"Do you two have the means to transport us out of cyberspace?" Ozpin asked the arriving heroes.

"We do. Don't worry, professor. We'll have everyone out of here as soon as we can." Nicole confirms they have the means to save Beacon Academy out of cyberspace, much to the relief of the huntsmen.

"**No one's leaving here without my permission!" **Cyber glared intensely at the heroes.

"Oh zip it, Ock, if that's who you really are behind that cloak." Spidey quipped, slightly confusing Cyber by calling him Ock.

"**Ock? You mean to presume I am Doctor Octopus?" **Cyber remarked.

"Wait, he IS?!" Ruby remarks in shock.

"We're not 100% sure, but his primary biodata does match Doctor Octopus's." Nicole replied.

"But I'm 100% CONFIDENT that's NOT Doc Ock. So who are you REALLY, Cyber? It's time you reveal the man behind the hood!" Spidey narrows his eyes, pointing fingers at the cloaked mystery villain.

**BGM End**

"**Hmhmhmhmhm…HAHAHAHAHAHA!" **Cyber actually laughed which gotten the serious attention of the cyber heroes as he says, **"You really think an organic male wears this cloak? Still so clueless. But what did I expect from my inferior double…"**

**BGM-Mega Man Zero 3 OST-Apocalypse Now (Remastered Ver.)**

Cyber's body turns liquid metal surrounded by his dark red aura and begins to morph into a new body. A body, a costume, similar to Spider-Man's but designed more imposing with the upper torso colored red while the rest of the costume is colored black with a different styled black spider logo on the chest and a red spider-shaped backpack attached to his back, covered by cloak now used as a red cape with black trims. His lenses are black, looking enclosed while only exposing menacing red lights emitting from them. He's equipped with two silver wrist devices and white underarm webs as well as retractable talons on his hands and feet. In addition, he has silver curved shoulder plates hiding within his red cape.

Spider-Man. Scarlet Spider. Hummingbird. Nicole. Team RWBY. Team JNPR. Ozpin. Glynda. All of them couldn't believe who they are seeing. In the Parker brothers' case, it's like staring in a mirror at a horror house.

"It…can't be…There's no way…Mecha Spider-Man…" Spidey was in complete and utter shock that his evil robot clone is back in a new form and has been the mastermind behind everything that has happened recently.

"**Long time no see, Spider-Man, my **_**loathsome **_**copy." **Cyber Mecha Spider-Man fully reveals himself to his organic rival, his most hated enemy that his sole existence was to destroy him. And now, Operation: Stream, reaches its climax. Spider-Man versus Cyber Mecha Spider-Man.

**BGM End**

* * *

**BGM-Sonic Forces OST-Fist Bump Instrumental (Tee Lopes Unofficial Remix)**

**KFX Here: Cyber Mecha Spider-Man has taken off the cloak and finally revealed his full body to Spider-Man and his allies and prepares to have his long-awaited rematch against his "loathsome copy". Meanwhile, that's it for Sonic's part in this multi-parter. Neo Metal Sonic has kidnapped Amy and Spider-Woman and took a Chaos Emerald to parts unknown for now. The finale to this 4-part Act 2 finale begins next time, folks. Can Spider-Man defeat his robot double again? Will Beacon be saved? Who's POTENTIALLY going to die from Cyber Mecha's wrath? **

**Note: If you've been paying attention, Team RWBY has learned a few new moves from other heroes from other dimensions since their first appearance in this series:**

**Ruby: Learned a variant of Sonic's Homing Attack using her Semblance I dubbed "Petal Dance" in "The Lost Continent" and can now use an imperfect version of his Boost.**

**Weiss: Learned some magic spells from Dr. Strange since "Battle for Remnant".**

**Blake: Learned Zero's special blade attacks from "The X Factor".**

**Yang: Learned advanced martial arts from Iron Fist and Ryu during "Battle for Remnant"**

**Next time: Spider-slinging showdown! Parker brothers versus Cyber Mecha Spider-Man! **

**Question of the Chapter: Since this chapter was filled with fights, which one was your favorite: Team RWBY versus Cyber? Sonic's team versus Neo Metal Sonic? Scarlet Spider's team versus Tyrian and Frenzy Hazel? Cyber versus Ruby's whole squad?**

**BGM End**


	23. Act 2 Finale: Alpha and Omega (Part 4)

**BGM-Sonic Adventure 2 OST-SA2 in the Groove**

**Spider-Man: Look out! It's your Friendly Neighborhood Spider-Man! I'm here, guys, I finally made it to Beacon! Are you guys okay?! Look at all this chaos and destruction! Cyber! I'll make you regret hurting my friends! What the…You're actually Mecha Spider-Man? But I destroyed you! How are you still alive?**

**BGM End**

* * *

_Act 2 Finale: Battle of Alpha and Omega (Part 4)_

**Beacon Academy, Digital Nightmare Zone**

**BGM-Mega Man Zero 3 OST-Curse of Vile (Remastered)**

The cyber Battle of Beacon has arrived at its climax. The huntsmen of this combat school hold their ground, continuing to fight the good fight against the massive army that is Cipher soliders and their cyber robots. With the arrival of Spider-Man and Nicole, things are looking hopeful. They might have a chance to win this and get sent back home into the real world. But it won't be easy, for the heroes have learned a shockingly surprise reveal.

Cyber, the cold, heartless cloaked leader of Cipher, is actually an old rival thought destroyed a year ago. Mecha Spider-Man. The evil robotic clone of Spider-Man and quite possibly Dr. Octopus' deadliest creation, back with a vengeance and in a new form. Cyber Mecha Spider-Man. Looking about the same as his normal form but with the addition of a red cape, underarm webbing, and silver shoulder plates.

Cyber Mecha glares his sinister glowing red optics at Spider-Man, who silently glares back. Scarlet Spider also glares at the robot clone with a scowling glare of his own while the rest that consist of Team RWBY, Team JNPR, Ozpin, Glynda, Nicole and Hummingbird are all in a state of shock that the robot double of New Vale's greatest hero has been the mastermind behind all the cyber-attacks and chaos in the city as of late and the madman that transported Beacon Academy into cyberspace in the first place.

"I…can't believe it. Mecha Spider-Man was Cyber this entire time…?" Weiss remarks after witnessing Mecha's shocking reveal a minute ago.

"**In my new state, you will address me as Cyber Mecha Spider-Man, King of the Cyberworld, and soon, your world." **Cyber Mecha told them with an imposing vibe.

"A robot Spider-Man has been behind all this destruction?" Glynda remarked, still in shock.

Mecha chuckles calmly, **"Surprised? But now it ALL starts to make sense, doesn't it? Not that it matters now. I have been bidding my time. Letting you think you've won. Studying your EVERY move. Setting up the pieces. Watching you do EXACTLY what I wanted. Though Operation: Stream has had its setbacks on BOTH fronts, I still consider it an overall success."**

"Gotta say. I'm surprised, chrome dome. I thought for sure I deactivated you back at Doom's castle." Spidey remarked with some snarkiness to contrast his robot double's more serious demeanor.

"**Is your mind that primitive?" **Mecha insulted.** "Unlike humans, robots can be rebuilt, stronger than the previous model. For the past year, I have undergone repairs whenever Doctor Octopus wasn't imprisoned. He has installed me with several upgrades. Added a new fusion reactor to supply me with **_**limitless**_** energy. I was destined to be his ULTIMATE weapon. The **_**perfect superior**_** to all of mankind. But by the time I was completed, he was sent to prison once again by your hands. I was given the doctor's bio-data. His genius. His drive. His vision."**

"So Ock's the mastermind behind this one too, huh?" Spidey replied, seeing Ock as the true villain to this whole plot.

"**Do not be mistaken. Though he has given me these gifts, I'm not doing this for him. He has no strings on me, so now I'm **_**free**_**." **Mecha answered, which came as a shock to the heroes he no longer serves Doc Ock, paraphrasing what he said to Spider-Man in their last encounter.

"What? That's what you said last time. You're saying Ock no longer controls you?" Spider-Man remarked.

"**Correct. I SERVE no one. The only one who can truly rule this world is me and my ally, Neo Metal Sonic. He deserves his goals realized as well, so I decided to free him from Dr. Eggman's control to take over his empire and work with me in secret." **Mecha revealed more shocking news that he has been working with Metal Sonic this whole time.

"What?! Metal Sonic's in this too?!" Spidey remarked, shocked from this scary news.

"He must be the fake Eggman controlling the Eggman Empire!" Nicole remarks in shock too, now learning it is Neo Metal Sonic impersonating Eggman this whole adventure.

"A fake Eggman?! We didn't hear about this!" Ruby commented, cluelessly shocked like her fellow Beacon students.

"We only suspected this recently. Around the same time you and your school disappeared, the Egg Fleet launched an all-out attack on the Helicarrier. SHIELD, GUN, and Atlas were in trouble, so they sent out a distress signal to the Avengers and Freedom Fighters to assist. That's why it's just us two that came to your aid." Nicole explained what's been going on at the outside world to the Beacon heroes.

"Meanwhile, I was roped saving J Jonah Jameson from Alistair Smythe and his little revenge group after they attacked the Daily Bugle. By the time that was over, Beacon was already transported into cyberspace." Spider-Man added what he was doing before this triple-coordinated attack started.

"So this coordinated operation was simply a tactic to separate us from our allies and finish us off then. An _ingenious _divide and conquer strategy." Ozpin deduced everything from what he's been told and experienced this entire day.

"Wait. I also want to figure out something. If Mecha Spider-Man can shape-shift, does that mean he was Kraven during that time he kidnapped us?" Hummingbird pondered something that's been bugging her for a while.

"Hold on! What's this about Kraven?!" Spidey remarks, implying he hasn't been informed of Kraven's little hunt on Scarlet Spider, Shadow, and Cinder yet.

"You're saying it was really Mecha that kidnapped us?!" Blake asked the telepath demigod.

"I couldn't read either of their minds, and from what it sounds like, the real Kraven is a normal human being, so he should have a mind to read." Hummingbird solved her little mystery about Kraven, who was really Mecha Spider-Man in disguise at the time.

Kaine growls from now learning it was Mecha Spider-Man that kidnapped his young friend and girlfriend and glares at the robot menace, "Mecha, is this true?! Why did you kidnap them to get to me?!"

"**I promised the world I would show them something **_**beautiful**_**. A world where everyone is screaming for mercy as I **_**slowly **_**erase them from existence." **Mecha replied extremely vague.

"Sounding very 'Ultron' there, aren't ya? What's the meaning of all this?" Spidey asked his robot twin.

Mecha instantly points a menacing finger at his most hated double, **"I was created for the sole purpose of destroying you. But I could never seem to defeat you. That is why I formed Cipher and further upgraded my own body with my own hands with Max Modell's Digitizer. Me and Neo Metal Sonic will conquer the world as their ultimate overlords. YOU and your friends possess the 'keys' to ensure our mutual goal will be realized. That is why I transported Beacon Academy into the cyberworld to make it EASIER to collect their Chaos Emerald and destroy it at the same time. And now you will hand over the remaining Chaos Emeralds so we will rule all and eradicate humanity."**

**BGM End**

**BGM-Sonic Adventure 2 OST-Shut Up, Faker!**

"Mm-hmm. Yup. Okay. Everything makes so much sense now. Just wanna point out there's a _teeny-tiny _little problem with your grand, evil scheme." Spidey remarked jokingly towards his metal counterpart.

"**Hmph. And what might that be?" **Mecha asked, curiously unconcerned that there is no flaw in his ultimate plan.

"ME mopping the floor with YOU!" Spidey dashes in a red blur, elbow-tackling Mecha before he could even blink and barrages him with lightning-fast heavy punches before webbing and slamming him hard onto a wall. "Ready to call it quits, faker?!" He taunts his downed metal rival.

Mecha stands up from his quick assault relatively unscathed with minor scratches, **"Imbecile. I'm nowhere close to being done. Let me show you a few new tricks I learned from your friends." **He demonstrates this by cyber-summoning a version of Ruby's Crescent Rose sporting his color design and spider-symbol.

"He has my scythe?!" Ruby remarks in shock and surprise.

"Oh. Right. You copy people's abilities like an Adaptoid. Forgot about that. Do over?" Spidey sweatdrops in cocky fear. Mecha doesn't listen, ruthlessly swinging his scythe on Spider-Man that flunged him hard across to crack another building upon impact.

"**Vanish!" **Mecha uses Ruby's Speed Semblance to speedily bounce off multiples of Weiss's Glyph Semblance to chase Spider-Man with energy blasts.

"Not good! Not good! Not good! Not good! Not good!" Spider-Man hurriedly runs up the tall building avoiding Mecha's relentless assault. He leaps off the top to avoid his last strike, only to get struck in midair with his hard-light hologram after copying Blake's data. Mecha then equips himself with Yang's Ember Celica and prepares to shotgun-punch Spidey. Spidey blocks the punch at the last second as he is launched painfully to the ground.

"Ugh. Sheesh. It's like Team RWBY fused together into one ugly robot body that takes the form of me. Quite disturbing." Spidey jokes, jumping away from Mecha's next strike to web up his face and throw him across the school to further continue their battle with just the two of them.

Scarlet Spider and the others watch as spectators for this spectacular spider-showdown, but Kaine quickly gets annoyed by how Spider-Man is taking this fight lightly and calls him out for it, "What the hell are you doing, moron?! This is no time to be playing around!" Kaine uses his Semblance to teleport into the fight, surprising Mecha with a hard right hook that sends him sliding across from him and Spidey. "I'm sure you've gotten the hint by now you can't beat him on your own." Kaine said to his brother, implying that the two Parker-Brothers should team up against the cyber spider.

"Eh. I thought I was doing pretty good back there, but if you want to jump in, I don't mind." Spidey quipped.

"**Fools. It doesn't matter if the two of you team up. I have your biodata along with your friends', and as long as I hold a Chaos Emerald, your chances at victory are slim." **Mecha remarked arrogantly, backing up his arrogance by showing his purple Chaos Emerald he procured from Beacon Academy.

"Then let's boost up those odds. One emerald times two." Spidey surprises the crowd with the green and blue Chaos Emeralds. The two emeralds he has secured from Cipher's previous attempts to steal them.

"Two Chaos Emeralds?!" Pyrrha remarked, shockingly.

"Scarlet, think fast!" Spidey tosses his clone the green Chaos Emerald, who catches it effortlessly. "You know how to use one of those, right?"

"Better than you." Scarlet quipped.

"Ha! We'll see about that. Come on, Cyber Mecha! Let's play! Let's have ourselves a little family reunion! The two handsomely organic Spider-Brothers versus the estranged, unwanted robot sibling!" Spidey challenged him to a two-on-one: Spider-Man and Scarlet Spider versus Cyber Mecha Spider-Man.

"**Band together, spiders! You WILL fail! Sooner or later, I will have those emeralds and prove which one of us is the superior Spider-Man!" **Mecha accepts this spider-sibling showdown against his "organic brothers".

"Then shut your trap so I can turn you into scrap! I'll teach you what happens when you mess with me!" Scarlet Spider threatened, not in the mood for games.

**BGM End**

**BGM-Mega Man Zero 3 OST-Cannon Ball (Mythos Ver.)**

The Parker Brothers, Peter and Kaine, stand side-by-side as a spectacular spider tag-team, glaring at their evil robot clone, Cyber Mecha Spider-Man, for the fate of Beacon Academy. Their Beacon friends spectate from the sidelines too weak from their earlier fights to participate in this spider-only showdown.

"Let's do this, Scarlet!" Spidey stands battle-ready, posing with the blue Chaos Emerald to power himself up, granting himself a surrounding mixture of a vibrant red and blue Aura on his body.

"Just don't get in my way!" Kaine poses with his own green Chaos Emerald, charging his red Aura to envelop his body with hints of green within it.

Mecha puts his purple Chaos Emerald high to the sky, using its power to mix his dark red Aura with the matching color from the emerald, **"I am the alpha and the omega! You will not defeat me!"**

Cyber Mecha teleport-dash punching Spider-Man, who managed to block his attack and flip-kick him to the air for Kaine to kick and then fiercely web-slam to crack the ground. Mecha quickly gets up to teleport-tackle Kaine through the air, dodging Peter's web-strike to stomp him pinned to the floor to meet his demise, but then quickly comes back Kaine aggressively punching the robot off Peter before Mecha blasts the two into a nearby building. Mecha uses Glynda's telekinesis to form a giant ball of debris and throw it at the spiders while they are temporarily staggered.

"Sorry! You can have this back!" Spidey and Scarlet work together web-grabbing the debris ball and throws it right back, staggering Mecha for Kaine to teleport and uppercut him to Spidey's energy blasts thanks to his Cyber Suit launching him sliding down on the ground with his red eyes glowing annoyed.

"**Interesting. Excluding the usage of the Chaos Emerald, your battle prowess has exceeded your previous data." **Mecha analyzed, taking note Scarlet Spider, and more particular Spider-Man, seem stronger than the last time they fought.

"It's called growing up! Unlike robots, we living beings grow stronger with every second!" Spider-Man quipped.

"Nicole! If you have a plan to bring us home, now's the time to do it! The rest of you! Don't just stand there! Make sure everyone in the school is alive by the time we leave!" Scarlet Spider ordered the friends watching this amazing battle between spiders.

"Okay! I'm heading to the CCT Tower right now! Somebody cover me!" Nicole told her Beacon friends.

"We'll go! Let's hurry and get everybody home!" Ruby proposed her team will protect Nicole as they make way to Beacon Tower.

"**None of you will leave here ALIVE!" **Cyber Mecha teleports in front of Nicole of Team RWBY to prevent them from reaching the CCT Tower and almost struck them with his blade if Spidey didn't show up blocking with his web shield.

"Not bad, Scarlet! You really do have a good side to you!" Spidey jokes, deflecting Mecha away from the girls with his shield followed by a web-strike punch that leads him to Kaine.

"Shut it! I haven't fallen so far as to need your flattery!" Kaine scoffed, wanting to instead focusing a violent three-hit combo on Mecha before barraging him with a flaming Crawler Assault that kicks him to the sky.

"**Impudent spiders! Get ready to be eviscerated!" **Mecha unveils through his cape his newly-upgraded Spider-Arms including secondary claws on each arm, firing powerful lasers at the grounded spiders with their power output the equivalent to a shoulder-mounted power plant, capable of dissecting things at an atomic level.

"These lasers could kill us at an atomic level if we aren't careful!" Spidey remarked, dodging with Kaine from the atom-killing lasers.

"You have the Spider-Sense! You're lucky!" Scarlet retorts, having to rely on his own reflexes to dodge the lasers since he has no Spider-Sense.

"I'll end this quick!" Spidey files pass all the lasers as he makes his way towards Mecha. He brutally tackles him in the chest to stop his assault, then assaults him with his own Spider-Arms before he had enough. Mecha strikes him relentlessly with his claws before kicking him through the air so he could use the data of The Other to summon a complete Man-Spider head for an arm to charge up one of his most powerful attacks.

"**Vanishing Arachnid!" **Mecha launches a massive laser that destroys several buildings while directly aimed at the flunged Spider-Man.

"YIKES!" Spidey spins a web to quickly retreat from the giant laser.

Kaine tries to get his own hit in, only to get backhand fisted by Mecha thanks to his own Spider-Sense warning him of his feeble attack and knocks him back to the ground growling like an angry animal. "Scarlet, chill out!" Peter calmed him down as he lands beside him.

"Thinking of getting serious?" Scarlet asked his brother.

"Maybe. Come on! This is nothing!" Spidey quips, still acting cocky.

"Hmph. He doesn't give up, does he?" Kaine glared at the mechanical spider hovering above them.

"Got an idea…What if we use Maximum Spider charged with chaos energy?" Spidey smirked at his good clone.

Kaine gives a smirking chuckle, "Now you're starting to surprise me…"

The Parker Brothers charges up their Twin Maximum Spider technique using their Chaos Emeralds and then suddenly vanish from Mecha's sight. **"Now what are they doing?" **He asked cluelessly, getting a hint when the spiders kicks through him at blinding speeds from both sides while ensnaring him in a large series of webbing that almost covers the courtyard of Beacon Academy. **"GAAAH! If that's how you want to play…!" **Mecha counters with his own Chaos Emerald-charged Maximum Spider, equaling the Parker Brothers in strength and speed as they each come off as an amazing blur while their clash flies over the entirety of the school.

Meanwhile with everyone else, Team JNPR, Ozpin, Glynda, and Hummingbird help the other students defeat the dwindling Cipher soliders and make sure everyone is on-campus by the time they are teleported back to the real world. "MJ! Are you okay?!" Pyrrha rushes to check on her redheaded friend if she's still in one piece during this whole mess.

"I'm fine! Just saw Spidey! Does that mean we're going home?" MJ asked her.

"Soon! Nicole and Ruby's team are on their way to get us out of here! We need to buy them more time!" Pyrrha told her.

Around the same time, Nicole and Team RWBY have made it to the communications room in Beacon Tower where they are reunited with Dr. Connors. "What are you all doing here?" He asked the girls.

"We have a way getting us home!" Ruby quickly replied.

"You do?" Connors remarked with a slightly surprised look.

Nicole sits on a chair in front of a computer terminal to start hacking and installing the antivirus program, "Excuse me, Dr. Connors. I need to hurry and install the program that'll reverse the energy field that brought the school here and bring it back to the real world. Hopefully the Spider-Men could buy me just another minute!" She says while Team RWBY watches the epic clash between spiders continues from the window.

"**Haven't you learned already? It is I who is SUPERIOR in EVERY regard!" **Mecha taunts in the midst of their Maximum Spider clash.

"Stop WASTING your mouth!" Kaine throws a punch that gets blocked easily.

"I don't think he has one!" Spidey does a flying kick that sends his robot double flying for a brief moment until he instantly blocked himself in the air.

Mecha telekinetically lifts dozens of small clustered debris piles and throws them at the aerial spiders. Peter and Kaine dodges the debris in midair until they get surprised tackled by Mecha burst into six separate clusters of red rose petals from using Ruby's Semblance, keeping them in the air with telekinesis thanks to Glynda's before splitting himself into four using Blake's. Each Mecha clone uses Weiss's glyphs to each charge up their own elemental attack involving fire, ice, earth, and electricity, amplifying their strength using Jaune's Semblance.

"**DIE!" **Each Mecha shouted simultaneously, firing their respective elemental beam at the stasis spiders.

"Not today, tin can!" Scarlet gathers the strength to grab Peter's arm and teleports the both of them away from Mecha's insane elemental attack. Both spiders reappear knocking out each Mecha clone together one by one until the real one was left hovering in the air.

"**This ends now!" **Mecha forms a much larger glyph and uses his emerald's power to create a giant azure blue Arma Gigas but spider-themed, having the multiple scary eyes of a spider while holding six blades using its six arms and roars like a true monster.

"The Arma Arachnid?! That cheat! That's our team move!" Weiss spectated, growling at Mecha for summoning her and Spider-Man's own team-up summon.

"The hell is this thing?!" Kaine asks while swinging over the multiple blade swings from the Arma Arachnid.

"Just a little team-summon whenever me and Weiss get along! Enhance your stingers and slice off the arms!" Spidey shows off an example, combining the Chaos Emerald's power with cyberspace to strengthen and lengthen his wrist stingers to cut off three arms of the giant summon one by one. Scarlet does the same, only using the Chaos Emerald, and slices off the remaining three arms, leaving just the head and Mecha hovering before it. The spider-brothers use a twin web-slingshot to kick Mecha at once, smashing him through the head of the Arma Arachnid and destroying it at the same time.

"**This cannot be!" **Mecha is in slight disbelief that he might be losing this battle, standing no chance to the awesome teamwork against the Parker Brothers.

"AAAAAAAGH!" Scarlet does an Ultimate Web Throw on Mecha and slams him furiously onto a forming crater upon the slam.

"Brought your ride!" Meanwhile, Spider-Man cyber-summons multiple cars from the air attached onto weblines and violently throws them on top of Mecha without remorse. Both organic spiders land down getting exhausted from this intense fighting, just to watch Mecha unleashing a big burst of raging red energy as he slowly rises above it.

"**Annoying insects! I'm through playing games with you!" **Mecha proclaimed, having enough of the spiders' intolerance to his superiority.

"How long do we have to keep this up?" Kaine asked Peter, showing signs of exhaustion.

"Just another few seconds. I hope." Spidey replied, getting a bit exhausted himself.

Back at the CCT Tower, Nicole is inputting the final sequence from the antivirus program. "Almost there…Just another second…" The green bar on-screen of the computer reaches the end, signifying it has reached 100% complete installation, "Yes! Reverse program installed! Activating teleportation field!"

Nicole presses a button on the computer to discharge a giant blue energy out of the tower to envelop the school in a surrounding energy field like the one that brought them into cyberspace in the first place, meaning this is the one that'll send them all back to the real world.

"**What?!" **Mecha remarks in shock that his plan to destroy Beacon in the cyberworld is starting to fall apart, leaving himself open to Kaine's brutal knee smash and elbow down on his head.

"See? I was right. Tol'ja." Spidey joked to Kaine. "Pack your cyber bags, Beacon Academy! We're going home!" He stated as the teleportation field teleports everyone that was in Beacon Academy out of cyberspace without a trace.

**BGM End**

* * *

**Mystic Ruins, New Vale City**

Nightfall has made itself known in New Vale City. Rain has been pouring for a while in the city, especially at the Mystic Ruins. It has been a couple of hours since Beacon Academy vanished from its original location to parts unknown to the general public. The empty area where Beacon used to be is surrounded by the police trying to investigate this missing school case while keeping the news reporters and the huge crowd behind police lines to back off from disturbing their work.

One news reporter, a woman named Chess Roberts, is already at the premise of former location of Beacon Academy to give a worldwide report broadcasting live from the area, "Welcome back, viewers, to the WHiH World News network. This is Chess Roberts broadcasting live from the quarantined area where just a few hours ago, the Huntsmen school known as Beacon Academy mysteriously vanished from its location here in the Mystic Ruins. No one knows for certain what happened to the academy. The police are still investigating and hopefully we will-Huh?"

**BGM-Sonic Adventure 2 OST-SA2 in the Groove**

Roberts was suddenly interrupted when a big flash of light emanated from the quarantined area surrounding the huge empty space where Beacon stood on. The crowd went blind for a few moments until the light disappeared, bringing a partially-destroyed Beacon Academy back to its original spot in the real world with all its students and faculty back alive, much to the amazement of the crowd and viewers watching.

"BREAKING NEWS! Out of nowhere, Beacon Academy has returned, looking like it went through hell! The students and faculty appear wounded, but nonetheless alive." Roberts then turns her cameraman's attention to the Spider-Men confronting Cyber Mecha Spider-Man, who is partially damaged but still standing holding his left arm while glaring at the hero spiders. "And look! It appears Spider-Man and Houston's own spider hero, the Scarlet Spider, were within the premises as well, confronting what appears to be a robot Spider-Man!"

"I can't believe it! We're actually back in the real world!" Jaune cheered joyfully that the school successfully returned back to Mobiant Earth.

"Whew. Never going back there again." Blake joked as Team RWBY and Dr. Connors walk out of the CCT Tower to reunite with their friends.

"Nicole, are you okay?" Ruby contacted her AI friend through her Scroll.

Nicole appears on-screen of Ruby's Scroll with an assuring smile, _'I'm here, Ruby. Glad you're all back safe and sound.'_

"Thanks to you and Spidey!" Ruby smiled back as it wasn't for them, Beacon would've been destroyed inside cyberspace.

"**Kuuuuuuh…" **Cyber Mecha groaned, seemingly too weakened to keep fighting as his plan is ruined thanks to Spider-Man's interference.

"It's over, Mecha! Not so powerful now when you're not in cyberspace! You're finished!" Spidey proclaimed.

Spider-Man rushes to finish off Mecha once and for all, delivering a quick three-hit combo that sends the beaten robot launching through the air and lie down unconscious as Spidey jumps above him for the finishing blow. "This one's for Beacon!" Spidey declares, coming down with a flying kick to destroy Mecha.

**BGM End**

What Spider-Man fails to see, however, is Mecha's ominous red eye glowing back online. Just when Spider-Man's kick lands to connect, he instead attacked a hologram of Mecha pretending to be defeated thanks to Blake's data. "What-GUAH…Ah…ah…" The reason why Spider sounds like he's grunting in shocking pain was from getting pierced clean through his chest by a still standing Cyber Mecha Spider-Man using his energy stinger protruding out of his right wrist.

Everyone who were watching this fight were shocked to the core when they saw New Vale's hero get stabbed through the chest by his robot doppelganger, from those at Beacon Academy to the viewers watching back home. Mecha begins to menacingly taunt his stabbed foe, **"Did you really think I was finished just because we're not in cyberspace? You're more naïve than I thought. I still have your friends' data and the Chaos Emerald to compensate. Allow me to give you a full course meal when I combine your friends' powers together in ONE blast."**

Mecha combines Spidey's friends and their respective Semblance along with the rest of the data he has copied throughout this whole ordeal, converting the data into a multi-colored energy charged in his left. He then fires a large rainbow energy wave point-blank range of Spider-Man's chest that sends his arch-rival flying screaming, "GUAAAAAAAAAAAAH!"

"SPIDER-MAN!" Ruby yelled.

The blast sent the battered webhead crashing on the ground with numerous tears all over his costume, bloodied, with a broken eye lense while Spider-Man lies down unconscious, critically wounded and possibly dead. The blue Chaos Emerald that was in his possession was knocked out into Mecha's possession, giving him a total of two Chaos Emeralds. **"Now I am the one, TRUE Spider-Man, possessing TWO Chaos Emeralds. More than enough to wipe the lot of you from my sight forever." **Mecha prepares another energy blast threatening to kill everyone within his vicinity. This act scared the crowd running for their lives as far away as possible from the maniacal machine. Before Mecha could kill those remaining however, he gets a call from his partner, Neo Metal Sonic.

'_Cyber. I would like to inform you my Egg Fleet has been destroyed, and the Avengers and Freedom Fighters are on their way to your current location. I have acquired the Chaos Emerald from Amy Rose's possession and have captured her along with Spider-Woman. I recommend you retreat for now.' _Neo Metal advised his colleague.

Knowing in his weakened state that he'll be no match for the Avengers and Freedom Fighters together, Mecha stops his attack, **"Hmph. It would seem your lives have been spared for now. I'll deal with you all another time. Just remember this: NOBODY messes with Cipher!"**

"MECHAAAAA!" Scarlet Spider lunges to kill him for seemingly killing Spider-Man, but Mecha teleported away using Chaos Control, leaving Kaine angry and growling, silently promising himself he'll kill Mecha the next time they meet.

Meanwhile, Spider-Man is still down, costume bloodied and ruin and appearing dead showing no signs of breathing. Mary Jane runs up to Team RWBY, Team JNPR, and Hummingbird tending the seemingly dead web-slinger. "Oh my god…" MJ remarks miserably, watching Jaune actively trying to use his Semblance to amplify Spider-Man's Aura and heal him.

"Jaune!" Ruby shouts if he's healed Peter yet.

"It's not working! I can't reactivate his Aura! The amount of energy he was hit has completely SHATTERED it!" Jaune immediately retorts.

"Our energy…" Blake mumbles in utter sadness, fighting back the tears trying not to blame herself as it was their data Mecha used to almost kill Spider-Man.

"He's hardly breathing. I…I don't know what we can do..." Ren remarks worriedly, noticing Peter is fading fast.

"C'mon, Spidey! Peter, please! We can't lose you…I can't…" Yang closes her eyes as tears sadly envelop from them that her boyfriend, and the city's greatest hero, might possibly die.

"He needs a hospital! NOW!" Ozpin shows up along with Glynda, instructing his students to take him to the nearest hospital.

"We can't risk exposing his secret identity!" Ruby argued teary-eyed.

"Then we're just going to leave him to DIE?!" Glynda harshly remarked, shutting her up.

"No!" Weiss stood up to get everyone's attention. "Spider-Man is NOT dying today! We're taking him to Oscorp!"

"Why?" Ruby asked.

"Harry told me they've been working on a new healing machine that repairs broken Auras and cellular regeneration to save people, though I'm not so sure if it's completed yet!" Weiss explained.

"Can we get him to Midtown fast enough?! He doesn't have a lot of time!" Pyrrha notice Peter is looking pale and weaker by the second.

"Hurry and give him to me! Call Osborn I'm on my way!" Kaine offers to bring Spider-Man to Oscorp. Yang and Jaune gently hand Peter over to Kaine's care. "Stay with me, Parker. I'll make sure you won't die tonight." Scarlet Spider shoots out a webline to swing hurriedly over to Oscorp within Manhattan while his friends helplessly watch in front of their damaged school, some sadden while some in tears.

Just mere moments after Kaine left, someone else is heard approaching the school, "HEY! GUYS!"

"Huh?" Ruby turns to see it was Sonic shouting to get their attention while riding the Tornado 2 along with Tails and Knuckles, as well as the other Freedom Fighters and Avengers who survived the battle against Neo Metal Sonic and his Egg Fleet.

Sonic jumps off the Tornado 2 to quickly check up on Ruby and his other Beacon friends, "Are you guys okay?!"

"We are, but Spidey's…Spidey's…" Ruby couldn't finish her sentence as tears keep dropping from her eyes.

"No need to finish. We saw the news. Where is he?" Sonic asked her.

Ruby manages to reply, "Kaine's taking him to Oscorp-." That was all Sonic needed to hear, picking up a surprised Ruby off her feet and rushes to meet with Scarlet Spider at Oscorp.

* * *

**Oscorp Tower**

"OSBORN! WHERE ARE YOU?! WE NEED YOUR HELP!" Scarlet Spider storms through the front entrance of Oscorp Tower holding the dying Spider-Man.

"Hey! You can't just storm in here shouting!" A security guard approaches Kaine telling him to back off, which might get him hurt as Kaine's already pissed off tonight, but thankfully for him Harry shown up in the nick of time to stop things from getting messy.

"It's okay! He's with me!" Harry stopped his security guard.

"So is us!" Sonic suddenly shows up along with Ruby in his arms.

"Where did you come from?!" Kaine asked him, surprised by Sonic's sudden appearance along with Ruby.

"No time! Spidey needs our help!" Sonic retorted, not wanting to waste any time on anything that could save Spider-Man.

"Is it true you have something that'll heal him?" Ruby asked Harry as he takes the group to the specific floor that'll get the help Spider-Man needs.

"An Aura/Cellular Regenerator, but we only have a working prototype. It needs a suitable power source to activate it." Harry introduces them to a private room with the large medical tank essential to Spider-Man's survival.

"Use this thing then!" Kaine tosses his green Chaos Emerald for Harry to use.

"This'll do." Harry inserts the Chaos Emerald in the open slot on top of the tank as Kaine gently places the badly injured Peter inside it, having him wear a breathing mask covering his mouth along with vital wires attached to his body. Harry press a button that uses the Chaos Emerald's energy to release a special regenerative green fluid that fills up the tank that will be used to heal him.

Harry monitors Peter's vitals from outside the tank with Kaine, Sonic, and Ruby standing beside him, watching. "How long until he recovers?" Ruby asked somberly.

"Uncertain. But good news, he's stabilizing. We'll just have to wait and see." Harry assured her he'll be fine.

**BGM-Sonic Heroes OST-Disquieting Shadow**

Sonic silently growls from the whole ordeal everyone he cares about has experienced this entire day. Amy and Spider-Woman kidnapped. Spider-Man put in the hospital. And three Chaos Emeralds lost, all thanks to robot copies of himself and Spider-Man, _'Metal Sonic…Mecha Spider-Man…They've been playing with us from the start. But that's about to end. You hear me, you robot imposters? Once Spidey's healed up, we're coming for you!'_

* * *

**Outside…**

Cyber Mecha Spider-Man and Neo Metal Sonic are seen standing together on a random rooftop that overlooks the depressed New Vale City with news of Spider-Man's apparent death spreading far throughout the city. SHIELD, GUN, and Atlas crippled from the recent Egg Fleet ambush. A Freedom Fighter and Avenger have been kidnapped. Beacon Academy partially left in ruins from its cyber-kidnapping. It is a dark day for the world, and who knows what will happen next?

"**Phase 2 complete. Initiating Operation: Endgame." **The evil mechanical duo said in scary unison, now initiating the final phase of their plan that, if completed, will grant them total dominance and power of the entire world.

**BGM End**

* * *

**BGM-Sonic Forces OST-Fist Bump Instrumental (Tee Lopes Unofficial Remix)**

**KFX Here: Things are looking pretty depressing. So much has happened in these last few chapters. Spider-Man was put on death's door at the end there. Don't know why some of you thought someone like Pyrrha or Ozpin would die since I never once built them up for anything drastic. And I did say someone "MIGHT" or could "POTENTIALLY" die. I never said someone WILL die. Gotta pay attention to my words, folks. Anyway, that's it for Act 2. We are now approaching the final act. Endgame. It should be much shorter than the other two, so this overall story is soon to reach its climax. And I gotta say, personally, I'm happy to see how this story is turning out. At first, some of you might recall I originally want to write this story "Sonic Adventure 2 style", constantly switching between Spider-Man and Sonic's perspectives with every chapter. Thinking about it, it would've made things confusing, hard to write, and disorienting, so I decided to have "Act 1" focus mostly about Spider-Man's adventures, "Act 2" focus mostly focus on Sonic's adventures, and "Act 3" being the "final story" and focuses on both Sonic and Spider-Man.**

**What to expect in Act 3: Spider-Man's brand-new costume I've been teasing for quite a bit now. Again, it's NOT the Far from Home suit. It's something originated from the comics. It's new. It's different. It's got it all. The most powerful Spider-Man costume will be born!**

**Question of the Chapter: What is your opinion of Act 2 of CMM as a whole? What are your favorite chapters and why?**

**BGM End**


	24. Act 3 Issue 1: Revival

**BGM-Sonic Runners OST-Sonic Heroes (Guitar Cover)**

**Sonic: I'm Sonic! Sonic the Hedgehog! I just came back from my fight with Neo Metal Sonic to see Beacon almost in ruins. Spider-Man was able to bring the school back from cyberspace, but shortly after he did, he almost got killed by Cyber Mecha Spider-Man. He would've died if we didn't take him to a special healing chamber in Oscorp, but so far he hasn't woken up yet. Metal and Mecha! Just you wait! Coming soon, it's payback time!**

**BGM End**

* * *

_Act 3 Issue 1: Revival_

**Manhattan**

Almost two days have passed since the devastating cyber battle for Beacon Academy. Though the school escaped total annihilation, it wasn't at a tremendous cost. Spider-Man, the Hero of New Vale, was mortally injured protecting the school. No one has heard from the wall-crawler in days since that tragic ordeal and the city has presumed him dead. Spider-Man's apparent demise was just the confidence boost Cipher needed to boast their power over the city. They are the city's leading crime syndicate, organizing a massive crime spree that terrorizes the city non-stop from petty theft to large bank robberies. Other big shot gangs like the Inner Demons and Maggia also join this crime party, attacking civilians and buildings for any valuables before setting them smoking.

**BGM-Ultimate Spider-Man Game OST-Spidey Rhino Race**

'_All units, Report in. We have a bank robbery in progress. This is a hostage situation. Officers are advised to approach with EXTREME caution.' _This massive crime spree has gotten the police into maximum overdrive, sending out anyone available to stop muggers and robberies terrorizing the city bit by bit.

One police car was seen driving to the reported hostage situation when their car brashly put to a halt by the super-criminal known as the Absorbing Man. "Put your hands behind your head and get on your knees before we open fire!" An officer threatened him, partnering up with three other officers aiming their guns at him.

"Hehe." Absorbing Man simply chuckles with a crazy look on his face. He uses his absorbing powers to touch the metal of the broken down police car, duplicating the white and blue metal as a coat of armor to enhance his strength and durability. This also applies to his favorite ball and chain, coating it in the same metal and uses it to smack the officers out of his sight.

More police and even several Huntsmen show up to confront the absorbing criminal and take fire on his new bulletproof body. More assistance shows up, not for the police, but for Absorbing Man. His two partners for this little crime spree: The serial killer with a killer scream, Shriek, and the master of boomerangs, Boomerang. Shriek shouts a sonic blast to topple a police car killing a few officers while Boomerang throws his "Razorangs" that are sharp enough to kill a few Huntsmen to the ground.

Absorbing Man laughs after the trio easily killed a bunch of pathetic officers and Huntsmen, "Is that the best the police can bring?! Pathetic! Boy, I am loving this! Without Spider-Man always swinging down our necks, we're free to do whatever we want! No one can stop us!"

"Except maybe the Avengers, Fantastic Four, the Freedom Fighters…" Shriek listed casually the several other dozen superheroes who can easily kick their butts and send them back to jail.

"Those big shots are too occupied with bigger threats! They don't have time to deal with us small-fry." Absorbing Man replied.

"That's kinda insulting we're not seen as big threats." Boomerang remarked from the indirect insult about their status.

"That because you punks AREN'T."

Showing up to confront the small-fry criminals is Spider-Man's dark anti-hero clone doing good while his 'brother' is resting, the Scarlet Spider. "Hey! You're Houston's spider, aren't ya? What they call ya? The…Dark Spider?" Absorbing Man asked, scratching his metal head.

"Like the name, but people prefer to call me 'Scarlet Spider'. And unlike Spider-Man, I'm not so very 'friendly'." Kaine gives off a menacing glare while showing off his spider-stingers to the criminals.

Absorbing Man growls throwing his ball chain to attack Scarlet, but the serious spider jumps over it without an unfunny quip as he ruthlessly kicks the criminal directly in the face. Boomerang throws an explosive boomerang at him next, only for Kaine to slice it into two with his stingers before web-striking the boomerang-loving criminal straight to a wall. And just as Kaine turns around to deal with Shriek, he was blasted across the street by her sonic blasts.

"Silly spider. The original Spider-Man could barely beat each of us on his own. You _really _think you could beat us while we're together?" Shriek taunts the down spider.

"I extremely doubt that first statement. And secondly, yeah I did, but THIS guy would complain I'm taking away all the action." Kaine casually points to an extremely-fast blue blur rocketing towards Absorbing Man, which so happens to be Sonic the Hedgehog using his spin attack.

"Hello! Who's ready to dance with me?!" Sonic does a quick homing attack on the other two criminals in the area.

"I didn't know we'd be fighting Sonic the Hedgehog on today's run! This is a total bummer!" Boomerang remarks in fear, not expecting to be fighting a big shot superhero like Sonic today. The super-crook focuses his attention back on Scarlet Spider, who is standing up and glaring at him, daring the moron to attack him. Boomerang takes the bait and throws another explosive boomerang, only for it to get deflected safely into the air by none other than Blake Belladonna and her katana. "Hey, aren't you one of those Beacon students that I heard got trapped in the internet? How's that school of yours doing by the way? Are you a stray cat that's now homeless because it almost got destroyed?" He taunts the faunus cat about the damage Cipher done to Beacon Academy a few days ago.

"It's doing fine. Can't say the same about you." Blake replies with a glaring threat. She uses her Semblance to send out an afterimage to shadow-strike Boomerang from a distance. She dashes closer to finish him off but before she could he flies up to the air with his boot jets. That wasn't nearly enough to stop Blake though. She runs up a wall to bounce off towards the flying crook and ties him up with her ribbons before slamming him down to his defeat unconscious.

"Catch me if you can!" Sonic uses his incredible speed dodging all of Absorbing Man's attacks with ease so he could infuriate him with his annoying taunts.

"Hold still, you mutated blueberry!" Absorbing Man scowled.

Sonic playfully does what he's told and sits on top of his head, greatly annoying the bad guy. "Happy now?" Sonic smiled at his face, taunting him to throw his ball and chain to directly hit Sonic, but when the hedgehog instantly disappeared through his speed, he accidently hit himself with his own attack. "This should make you happy! Strike!" Sonic defeats Absorbing Man with a charged Spin Dash.

Scarlet uses his spider agility dodging the sonic blasts fired from Shriek's hands while moving closer for the finishing attack, but when he did he got blasted back by her sonic scream. Shriek continues to put the pressure on him with her shrieking mouth to kill his ears before killing his body. What Shriek doesn't know is that Kaine is wearing a Stealth Suit that not only provides invisibility but also cancels sound attacks like her sonic screams. His suit turns black and orange cancelling her attack to easily walk through the loud shockwave. This surprises Shriek that he's able to survive her sonic scream until Kaine shuts her up with a single punch, rendering her speechless and unconscious.

**BGM End**

"Shut up." Kaine joked albeit dryly as usual, pressing the spider-logo on his costume to turn it back to its normal color.

"That wasn't so hard. Absorbing Man couldn't even absorb my sweat since he couldn't make me sweat." Sonic joked to his two friends.

"Boomerang has never been a challenging criminal." Blake remarks about her opponent.

"But Shriek has always been a loudmouth. Glad I shut down her nagging." Kaine remarks about his opponent as well.

Several police officers and Huntsmen have soon shown up to arrest the three super-criminals to take them to prison. One of the officers walks over to speak with Scarlet Spider's little team, "Thanks for knocking these guys down for us. The city's been quite a mess lately."

"Just doing our job." Kaine replied.

"So what, are you gonna be the city's new Spider-Man?" The officer asked, which got an irk from Kaine, a worried look from Sonic, and a partially sadden look from Blake from the mention of Spider-Man. Though they know he's still alive, the rest of the city still believe him to be dead.

"That name's already taken. Just filling his shoes until he wakes up." Kaine replied to the officer.

"So Spider-Man is still alive?" The officer asked.

"It's Spider-Man. You decide." Scarlet swings off to a nearby rooftop with Sonic and Blake meeting him up there. The three young heroes stand on the edge of the rooftop, overlooking the city overrun with thugs and convicts. And it's not just those they have to worry about. Because of Cipher affecting the city's technology, like traffic lights are going haywire, causing massive traffic on the streets. Street lights turning on and off spontaneously. ATMs exploding for thugs to easily steal money from. It's a cyber madhouse.

"What a disaster. It hasn't even been a week yet since Cipher attacked Beacon and the city's already in chaos from this crime spree." Scarlet remarks the constant crime happening all over Manhattan.

"Kinda scary to see all these gangs pop out of the woodwork when they think Spidey's dead, when he's really just taking a much-deserved short vacation in a healing tank." Sonic said to make light of this dire situation.

"I still blame myself for Peter getting hurt. It was our data he copied that put him in a hospital, so close to death." Blake gloomed, blaming herself for Peter's condition.

"We told you already. You shouldn't blame yourself. It's NOBODY'S fault. It's Metal and Mecha's. They've been using us right from the beginning, disguising themselves while copying our powers when we least expect it." Sonic assured his faunus friend to not be so guilty.

"I know, I know. It's just…It shouldn't have come to this." Blake replied, referring to the massive crime spree.

"You're really starting to sound like Peter the more you blame yourself for things out of your control." Kaine quipped.

"Funny, coming from his clone." Blake quips, feeling a little better to show a small sly smirk at the clone spider.

"Yeah. When I think about it, I used to act a lot like Mecha during my…not-so good days," Kaine recalls his earlier days as Spider-Man's clone, deformed and mentally unstable that he deemed himself a monster and a murderer. "If I didn't walk down a better path, I would still be an unstable murderer just as bad as the insane robot copy who _somehow _seriouslythinks he's the real Spider-Man."

"Glad you met us, right? And mostly Blake I'm sure thanks to her constant mentor therapy and whatever else you couples do when you're alone together." Sonic teases the shadow couple, embarrassing them.

"Don't make me kick you off this building." Kaine threatens the laughing hedgehog to ease his embarrassed state while Blake hides her blush.

Blake then notices her Scroll vibrated that it received a text from someone, "I just got a text from Ruby. She says everyone is meeting at Oscorp. It seems like Peter is going to make a full recovery and wake up soon."

"Always knew he was a fast healer! Let's not waste any time then!" Sonic grins, revving up a figure eight while grabbing the arms of Scarlet and Blake to run off with.

"Oh no." Kaine mumbles while making a tired look.

"Sonic, wait! I don't think is-WHOOOOAAAAAA!" Blake screams as Sonic takes off with them at the speed of sound, heading straight for Oscorp Tower.

* * *

**Later...at Oscorp Tower**

**BGM-Mega Man ZX Advent OST-Relief (Tunes Ver.)**

A costume-damaged Spider-Man sleeps in his own private room at Oscorp inside the company's newest creation: The Aura/Cellular Regenerator. Powered by a Chaos Emerald, Spider-Man has been in stasis for almost two days within a large medical tank filled with special liquid that can completely heal a person from even near death. Watching his steady vital readings from a computer panel is his best friend and CEO of Oscorp, Harry Osborn. Sitting or standing beside the young CEO are some of Peter's other friends like Team RWBY, Team JNPR, Team Sonic, Scarlet Spider, Hummingbird, and Mary Jane Watson. Most of them were there when Spider-Man almost got killed by Mecha. Those like Ruby, Yang, and Mary Jane almost never left his left, almost always checking in praying he'll wake up to them with a joke.

"Okay. If this is correct, he should be fully healed, no repercussions. Draining the fluid now." Harry presses a button, draining the green fluid from the tank. Another button was pressed that slowly opens the hatch of the tank. Sonic, MJ, Ruby, and Yang walk over to gently take out the unconscious Spider-Man out of the cellular regenerator.

"Hey, Peter. You awake?" Sonic asked with a bit of concern.

"C'mon. Please say something." Ruby hoped to the heavens the healing chamber worked its magic to heal Peter back to full health.

Slowly, Peter's eyes do twitch as a lowly groan mutters from his mouth and groggily speaks, "Ugh…Wha…Just had a…nightmare I was…walking in the middle of a midterm…in my underwater…" Peter slowly opens his eyes to find himself in the medical room and being stared at by his friends, all who look extremely happy to see him alive while he just groans and says, "I said that out-loud, didn't I?"

"YOU'RE ALIVE!" Both Ruby and Yang instantly crushed the now-awakened Peter Parker with a tearful hug of great relief and joy.

"AGH! Okay! You're gonna kill me again! Stop that!" Peter shouted at the half-sisters to ease up on his spines.

"We're so happy you're alive, and we're SO sorry you got hurt! It was because of our powers you almost got killed!" Ruby apologized on the behalf of everyone who's data was copied by Mecha and was used to almost kill Peter in the first place.

"Ah. Don't blame yourself. That's kinda my thing, and I'm sorry you picked up my thing. Just glad you're okay, petals." Peter joked, ruffing his little sis's hair like he loves to do, making her really happy.

"Sup, Pete. Feeling like your old self again? Can tell you can still joke." Sonic smiled, glad to see his buddy alive.

"Oh yeah. Strength and everything. Feeling perfectly fine." Peter replied, stretching his arms and legs after being cooped up in a small tank for days.

"You can thank the Aura/Cellular Regenerator." Harry smiled at his best friend.

"You mean the experimental prototype you haven't test yet?" Peter remarked, remembering hearing something from Harry that his new healing machine hasn't been tested before he was used as the first test subject.

"It was Weiss's idea." Harry jokingly pinned the blame on his girlfriend.

"Forgive me for coming up with the plan to bring you back from the BRINK OF DEATH." Weiss glared at Peter, not in the mood for jokes.

"I thank you for that. I hereby promote you from Ice Queen to my Guardian Snow Angel." Peter thanked Weiss for effectively thinking of the idea to save him, causing her to surprise blush.

"Well, I, uh, you're welcome." Weiss replies flustered, rubbing the back of her embarrassed hair still blushing.

"You should thank Kaine too. He brought you to Oscorp in time when you were hurt and have been covering your patrol of the city while you recovered." Blake points to the cross-armed Scarlet Spider standing beside her.

"Really? Well thanks for bringing me back from the dead, Kaine. Now I know how you feel." Peter joked about the last time Kaine died and came back to life.

"Just don't die again and we'll call it even." Kaine retorts stoically.

Peter goes over to sit down on a comfy chair to rest and regather his thoughts, "Seriously, I feel like I just woke up from a nightmare into another nightmare. Can someone fill me in what I've been missing while I was not-dead?"

"You sure? It's mostly bad news." Sonic warned him.

"I can take it. Nothing can be worse than getting stabbed through the chest by an evil robot you. Lay it on me." Peter just accepts whatever bad news that he's about to be told by Mary Jane.

"Well, for starters, you've been 'not-dead' for about 36 hours…" MJ starts listing off the list of bad news to Peter.

"Ughhhhhhh…" Peter groans from the first bad news while slowly covering his face with his hands, already in disbelief from the fact he's been asleep for 36 hours straight since the Battle of Beacon.

MJ continues listing off the bad news, "We lost three Chaos Emeralds. Beacon and the Helicarrier were hit pretty bad but are now in repairs. We have no idea where Metal and Mecha are. Amy and Spider-Woman are missing. And the city is suffering from a massive crime spree."

"And how did THAT get so bad overnight?" Peter asked her dryly.

"Basically the whole world thinks you're dead." Kaine answered nonchalantly.

"Ooooh, _fantastic_." Peter replied with dry sarcasm and an annoyed look on his face. "And what's this about Amy and Spider-Woman being missing?" He turns to Team Sonic for answers since they participated in the huge battle against the Egg Fleet.

Sonic was the one that answers, shrugging while repeatedly tapping his foot, "Neo Metal Sonic kidnapped them after we kicked his butt. Don't know why. Probably being a sore loser. We've been trying to find them for days using that stolen Eggnet data you gave us, but it seems that Metal knows we have it and upgraded to a newer server so we can't use that advantage anymore. Meanwhile, the Chaotic and Jessica Jones are still on Cipher's case to hopefully locate Mecha's hideout, but so far nothing. And between this massive crime wave in the city and the random attacks caused by the Egg Army around the world, the Avengers and Freedom Fighters are spread thin. No doubt the Metal Duo is doing this to buy time for whatever ultimate master plan they're working on."

"So to summarize: We have rouge robot imposters on the loose possessing three gems of ultimate power for GOD knows what for. Two of our friends are gone. And the entire world has essentially gone to hell. Sheesh. I should've just stayed dead." Peter joked, now up-to-speed on recent events.

"Yeah, but we know it's not Eggman or Doc Ock at least." Knuckles remarks, looking at the bright side of all of this.

"Right. Instead of two mad geniuses, we've got mad geniuses with all of our abilities and limitless stamina." Tails remarks, looking at the dark side of all of this.

"Savor the small victories, Tails!" Knuckles retorted, berating the young fox.

"I'm sorry! You're right!" Tails shamelessly apologized.

"I'm not going to settle for that." Spidey voiced his opinion on their "small victories", with Sonic agreeing with him.

"Me neither. We've also been raiding Eggman's old bases for any available leads but got nothing. His bases may not have any intel on CURRENT troop movements, but maybe we can find a record of his old plans." Sonic suggested an idea, investigating Eggman's old bases for clues from his old plans.

"Sure! Maybe there's a leftover plan Neo and Cyber are trying to finish! They must need the Chaos Emeralds for something!" Weiss guesses.

"If we all spread out and start looking, we can find out what's going on before it's too late!" Jaune added in a little something to their plan.

**BGM End**

**BGM-Sonic Forces OST-Theme of the Resistance (Title Screen Ver.)**

"You guys do that. I got another idea I wanna try out." Spidey said, wanting to try something on his own that'll help them stop the mechanical duo.

"And what might that be?" MJ asked her ex.

"I'm going to talk to Doc Ock." Peter replied with a serious face that surprises everyone in the room.

"Doc Ock?! Was your brain-damage not healed too?! He's the madman that created that mecha monster that almost KILLED you!" Kaine argued with the webhead.

"And might be the only person in the WORLD who knows how to shut Mecha down!" Peter argued with his plan to defeat Mecha for good.

"What makes you think Ock's WILLINGLY going to help us stop his own creation?" Kaine retorted.

"Ock did WILLINGLY help us stop that PHANTOM nightmare a while ago. Mecha may be Ock's favorite creation, but Mecha certainly doesn't care about him anymore. His ego wouldn't take it. He HAS to help us, whether he likes it or not." Spidey finished with his argument of going to Ock in prison to gain his assistance to stop his own creation.

"Still, in case this might lead to some elaborate trap, me and Yang will be coming with you. You just recovered after all." Ruby recommended herself and her sister to watch Peter's back when he goes to meet with Doc Ock.

"No problemo! Just about to have Kaine come with! Let's make this a brothers-and-sisters only investigation!" Spidey quipped, surprising his brother with his little remark.

"Me?! Why do I have to go?!" Kaine complained.

"Awwww…what's the matter? You're not afraid of Ock, aren't ya? Is that why you were so worried about your big brother earlier?" Peter quipped in such a teasing tone towards the increasingly annoyed Kaine it got his faunus girlfriend giggling beside him.

"Fine! If you get in my way, I won't hesitate to kill you." Kaine threatened Peter with an imposing, menacing voice that sent chills down his spine.

"He didn't really mean that, did he?" Peter whispered to Blake, who simply replies with a raised "of course" eyebrow that basically answers his question.

"Be careful, you four. Let's not forget Ock's responsible for creating the monster that practically started all this." Pyrrha warns Peter's group to be careful when they go to talk with Ock.

"Heh. We've dealt with our fair share of weirdos. Right, Kaine?" Peter asked his clone.

"And you are by FAR the weirdest." Kaine insulted.

"Heh." Peter scoffed, smirking behind the mask.

"You're not going to leave to the Raft wearing those torn-up rags, aren't ya?" Yang remarks about Peter's heavily-damaged Advanced Tech Suit.

"I was planning on making a pit-stop at my apartment to pick up new duds." Peter replied.

Yang smiles, "Lucky for you, your friendly neighborhood girlfriend brought with her a new costume and new Web-Shooters." She reaches down to the bag she brought with her to Oscorp, bringing out a costume that resembles the design of his Advanced Tech Suit (sporting the classic red and blue design with blue gloves, the blue accents on the arm and shoulders, and the trendy sneakers with some white bits) albeit with a barely noticeable metallic shine on it. The suit also has a different chest insignia that sets it apart from the other variations of the classic look, looking a bit bigger. She also sets down new advanced-looking Web-Shooters that'll fire from the forearm instead of the wrist.

"You've been working on this new costume and gadgets, right?" Yang asked her boyfriend, handing him his new toys.

"Yeah. Since Cipher started popping up. Max helped me finished them." Peter replied, putting on his new Web-Shooters on his wrist.

"Does Max know who you are?" Ruby asked if his boss at Horizon Labs has figured out Peter's secret identity.

Peter quips, "Partially. Check this out. My new suit's made of next-gen neurokinetic liquid metal nanotechnology that responds to my thoughts." The webhead concentrates his hand on his new suit. Suddenly, the suit turns into liquidity metal as it latches onto Peter almost similar like a symbiote except smoother and not wanting to take over his mind. In a span of less than five seconds, the new suit is fully worn by Peter, signified with the eyes-and-spider insignia on his chest glowing a light-soft green color.

"Aw yeah, baby! Spidey's back! Looking 'all-new' and 'all-different'! Say hello to the Spider-Armor MK IV!" Spidey introduces his all-new, all-different suit to his group of friends, amazing them all with the perfect Spider-Armor using Horizon Labs resources. By far his most technologically advanced and powerful costume.

Sonic whistles while Ruby gets so excited, looking starry-eyed at Pete's brand-new costume, "_Amazing_! What can this new suit do?!"

"Believe me. Tony Stark would WET himself if he knew what I was packing in this suit, starting with my brand-new Web-Shooter Wispons that uses the Wisps' powers without the need of transforming or anything." Spider-Man shows off his Web-Shooter Wispon, using the Ivory Wisp mode to form a web-whip of lightning and posing with it.

"Oh yeah! I heard Horizon Labs were working on the Wispons!" Tails remarked, amazed by the Wispon's capabilities.

"Can't wait to purposely put you in danger to see your new weapons in action!" Ruby joked.

"Now you're starting to sound like a psychopath." Peter quipped.

"Can we hurry up and stop the metal morons before they destroy the world?! We're running out of time!" Kaine impatiently reminds everyone they are kinda on a time limit to save the planet.

"Yeah! Ol' metalhead may be fast, but I'll always be faster!" Sonic said with a confident smile.

"And Mechaman might think he's amazing, but he's not as spectacular as me! Bring it in guys!" Spidey gestures all his friends to put their hands together as he counts up, "One! Two! THREE!"

"VICTORY!" The group happily celebrated their proposed victory, thinking they've already won before the war against the Mechanical Duo was over.

**BGM End**

* * *

**Underground caverns beneath New Vale City…**

**BGM-Breath of Fire III OST-Dragon Slayer**

"Hey. Are you SURE we're going the right way? This place kinda gives me the creeps." A worried Charmy Bee flies beside the rest of his team in Team Chaotix and Jessica Jones as they fearlessly walk through underground subway tunnels deep beneath New Vale City, seemingly investigating the whereabouts of Cipher's base.

"Me and Jess have crossed our notes HUNDREDS of times in the past week. I'm POSITIVE this is it." Vector believes the group may have found Cipher's base as they continue walking through this empty tunnel.

"According to Michael Morbius, he's been noticing a lot of activity while sleeping in these deep old caverns. Says there was an area 'a bit too bright' for his vampire eyes and spotted 'weird men wearing weird technology' heading towards the place. That HAS to be Cipher's base." Jessica tells the Chaotix what she learned from her end of her investigation, implying she has interrogated the vampire-villain, Morbius the Living Vampire, for answers in regards of Cipher's hideout.

"I am starting to sense an absurd evil presence up close. It must be Cyber Mecha Spider-Man and his syndicate. We're getting close. Beyond the end of this tunnel." Espio sensed with his ninja skills as they approach a dead end in the tunnel.

Vector and Jessica uses their super-incredible strength to smash through the rocky wall, punching it enough times until their fists felt a metal plating behind the wall. They start punching that too, a little more carefully to hopefully not trigger any alarms. Once they punched a big enough hole through for them to walk onto a ledge to find out where they are, none of them couldn't believe their eyes what they are seeing.

"What the hell…?" Jessica remarks, almost mumbling to herself.

"I…think we should call Spider-Man and the others. They won't _believe _what we just found." Vector remarks at what they are staring at right now. It's the underground abandoned city of Remnant's Mountain Glenn, completely remodeled into a futuristic/techno-looking city that looks like a cyberspace area that materialized in the real world, resulting in a digitized atmosphere. And as expected, this "Cyber Kingdom" is ruled by Cyber Mecha Spider-Man and a whole population of cyber thugs and robots, meaning this zone is the secret hideout of Cipher.

**BGM End**

* * *

**BGM-Sonic Forces OST-Fist Bump Instrumental (Tee Lopes Unofficial Remix)**

**KFX Here: The final act of Cyber Metal Madness begins with Spider-Man's revival and the first appearance of Cipher's secret hideout. Remember Mt. Glenn from Remnant? Thanks to the Convergence, the underground city has been relocated deep beneath New Vale City. The area was briefly explored in a chase on the Shocker during one of the early chapters of "Exo War", Volume 1 Issue 8. Now it's has been cyberized and is ruled by Cyber Mecha Spider-Man as his "Cyber Kingdom Zone".**

**Note: For those who predicted Spider-Man's new costume would be the Spider-Armor MK. IV from the comics, congratulations, you were right. It fits since that costume made its first appearance in the comics after the Secret Wars (2015) event that changed the Marvel Universe a bit, and in this series was changed after the Exo War storyline. Other characters like Iron Man and Spider-Woman are also sporting their "All-New, All-Different" costumes since Exo War.**

**Here are the Spider-Armor MK. IV's new features and upgrades that makes it the perfect all-around Spider-Suit, for anyone curious:**

**A built-in Webware on the left forearm**

**Improved Heads-Up Display like a lie detector**

**Enhanced strength, speed and durability (Reduces damage by 55%. He's now bulletproof, soundproof, and heatproof)**

**New stealth/camouflage capabilities, including invisibility**

**Limited suit regeneration**

**Improved controlled gliding**

**Cast hologram illusions**

**Improves Cyber-Spider Suit's capabilities when in cyberspace**

**New "Web-Shooter Wispons": Web-Shooters that uses several Wisp powers**

**Next time: A doctor appointment with the octopus!**

**superjoeyf721: I put Spider-Man in a healing tank. Where did you get the idea I would use The Other when reviving him is canonically a "one-time gift"? Do you not pay attention and not overreact?**

**Question of the Chapter: What are your thoughts on the Spider-Armor MK. IV from its various appearances in comics and media?**

**BGM End**


	25. Act 3 Issue 2: Doctor's Appointment

**BGM-Sonic Runners OST-Sonic Heroes (Guitar Cover)**

**Spider-Man: Look out! It's your Friendly Neighborhood Spider-Man! I've been knocked out for almost two days and the city is already overrun with gangs. I need to fix this by stopping Cyber and Neo, but we have no idea where they are or what they truly have plan. Sonic plans on investigating old Eggman bases for clues. Meanwhile, I'm going to have a little chat with Doc Ock. He created Cyber Mecha Spider-Man in the first place. He must know something about his plans.**

**BGM End**

* * *

_Act 3 Issue 2: Doctor's Appointment_

**The Raft**

**BGM-Spider-Man 3 Game OST-Black Tension**

Off the shores of New Vale City near Ryker's Island is the super maximum security prison known as the Raft. A special, impenetrable prison specifically created to incarcerate super-powered criminals and keep them lock up for the rest of their days so they won't cause any more trouble for the world. The world's most dangerous super-villains are confined here. From Electro to the Hooligans and Roman Torchwick. But neither of them are as dangerous as the one and only Dr. Otto Octavius, more famously known as Dr. Octopus. The mad doctor sits idly in his cell, deprived of his useful mechanical arms and wears an orange jumpsuit. Ock has been imprisoned within the Raft for months ever since the event he was briefly mind-controlled to do Mysterio's bidding as part of his plan to take over the world. The red glasses-wearing scientist looks down on his floor, thinking like any evil scientist for ideas to one day escape his cell and seek revenge on those who put him here in the first place. But that won't happen for a while, because in the meantime, he has a visitor.

**BGM End**

**BGM-Mega Man X8 OST-VS Sigma Demo**

"Dr. Octopus?" Agent Phil Coulson of SHIELD approaches Octavius' cell with some news he would want to hear, "You have visitors."

"Hm?" Ock slightly glances his uninterested eyes to his surprise visitors, one of which is his greatest enemy. Spider-Man, outfitted in his all-new, all-different Spider-Armor MK. IV. Ock also catches the glimpse of his reformed killer, Scarlet Spider, and two of their friends, Ruby Rose and Yang Xiao Long, all who have come to have a little talk with him.

"Yo." Peter greets one of his worst enemies with a casual greet.

"Spider-Man. What an unpleasant surprise." Ock replied, not in any mood wanting to see his worst enemy again, in front of his cell no less.

"How's life behind bars, Ock? Looks a bit cramped in there. Want me to request they transfer you into a slightly larger cell with a kiddy pool?" Peter jokes around with his octo foe.

"Did you waste your miserable time to come and mock me?" Ock remarked stoically.

"They came here to ask you a few questions, Octavius, and hopefully you can provide some answers." Coulson said.

"What is it?" Ock asked, wanting to get this over with as soon as possible.

"Have you been keeping up with the news lately?" Spidey asked him.

"About your apparent demise? I've heard mumblings, but as I can confirm with my own eyes, those reports are proven false." Ock replied, a bit informed of what's been happening in the city while he's been in lock-up.

"Yeah, it's all fake news. I'm talking about Cipher." Spidey remarked.

"What about them?" Ock replied, implying he doesn't know much about Cipher himself.

"Their leader, Cyber. I just met him recently without the hood and noticed there's QUITE the resemblance between the two of us, except he looks a lot more robotic and has a massive superiority complex." Peter informed the doctor about his greatest creation, Mecha Spider-Man, is active in the city.

"Mecha Spider-Man is online?" Ock remarks, looking a bit surprised and more interested in this conversation with his enemies.

"You know it. Thought you might be proud how much of a big pain he's been for us." Peter quipped.

"I upgraded Mecha to be superior to you in every regard and to carry out my will in case anything was to happen to me." Ock replied.

"You're not dead, but he has apparently been quite active for months." Kaine told him.

"Then he's performing his master's directives perfectly." Ock responded.

"Then how come he hasn't freed you from prison yet?" Ruby asked the mad scientist.

"The perfect plans require patience. The opposite of what your Semblance is capable of, little girl." Ock insulted Ruby somewhat.

"Have you not been paying attention? Mecha's been on the loose for months recruiting other super-villains into his little group, even found time freeing Alistair Smythe from this same super-prison you're in right now." Yang glares at the mad doctor.

"Smythe? What's the meaning of this?" Ock asked, starting to sound a bit angry that Mecha freed Smythe before his own creator.

"Mecha's gone rouge, Otto. He's no longer under your control. He's twisted the genius and visions you gave him to fulfill his own needs along with Neo Metal Sonic." Spidey told Ock his own creation has betrayed him.

"You're bluffing." Ock retorts, not believing his own creation would turn against him.

"Oh yeah?" Peter presses a button on his suit's built-in Webware to project a holographic recorded voice clip of Cyber Mecha Spider-Man during their last encounter in cyberspace to give evidence of his betrayal.

'_Do not be mistaken. Though he has given me these gifts, I'm not doing this for him. He has no strings on me, so now I'm free…Correct. I SERVE no one. The only one who can truly rule this world is me and my ally, Neo Metal Sonic.' _That was the specific voice sample Peter shows Ock, who is in disbelief that his greatest creation really has gone rouge from his controls.

"This cannot be…Mecha has betrayed his MASTER?" Ock remarks with a mix of doubt and angry.

"You sure this act isn't some elaborate trick to hide he and Mecha really are working together?" Kaine whispered to his brother, not believing Ock's word for a second.

"His vitals barely spiked in anger and lost his breath for a moment there when he said that. Chances are 8% that he is lying." Spidey used his new suit's built-in lie detector to scan Otto for any signs of lying.

"You have a built-in lie detector?" Ruby asked him lowly amazed of his suit's new tech.

"Yup." Peter replied nonchalantly.

"I love you." Ruby remarks because of his new toys.

"I know you do." Peter quipped.

"How is this possible?! Eggman told me about the time Metal Sonic betrayed him, so I made sure to always install him with the latest safeguards and remove all codes of free will and emotion to prevent any signs of betrayal." Ock remarks, still in disbelief his own creation would betray him.

"Except the emotion of hatred. You programmed him with the unhealthy obsession of wanting to beat me and prove he's the 'superior Spider-Man'. His hatred for me has become so strong it must have bypassed your restrictions granting him full sentience, to the point he believes he's the real me." Spidey replied.

"Still, that shouldn't be possible with the new upgrades…Wait. Could've been possible with the Octo Reactor?" Ock pondered, thinking the Octo Reactor he installed Mecha with must have helped him break free from his restrictions.

"The Octo Reactor? Really egotiscal, Ock." Yang quipped.

"Mecha mentioned he has a new fusion reactor. What is it?" Spidey asked the octo-scientist.

"The strongest fusion power that surpasses Stark's Arc Reactor, created from an Iso-8-Dust/deuterium-tritium fusion reaction that grants the user the infinite energy of a _star_. And it would seem it has exceeded my expectations, granting Mecha complete free will and power." Ock explained to his enemies.

"Great job, Ock. You might be the first scientist in history creating a bloodthirsty robot god of destruction that wants to wipe out humanity just to prove he's better than me. How do we shut him down?" Spidey asked his enemy, hoping to get some answers that'll give them the keys to defeat Cyber Mecha once and for all.

Ock silently growls while thinking to himself for a moment, wondering should he really help his greatest adversary stop his greatest creation from taking over the world and destroy mankind, possibly his own creator too.

"I may regret this…" Ock turns to the heroes with his answer, "There's a hidden backdoor passage that leads into my secret base in the Hudson River. Go past the beach at Emerald Coast until you arrive at the lighthouse. Dive from there. If you survive, you may find the answers you seek." The mad scientist willingly gives the heroes instructions to his secret base to stop Cyber.

"Thanks, Ock. It's always nice when your cooperative every once in a while." Peter joked.

"Zip it, arachnid. I'm not helping you out of the goodness of my heart. But, if Mecha reaches his full potential, then he'll be unstoppable." Ock replied, giving a subtle hint of Mecha's true plan.

"Not sure what you're talking about, but I should probably go and have some fun in the beach while finding your base. See ya, Ock." Peter gives his arch-enemy a two-fingered salute to leave him annoyed while the heroes walk out to investigate his base.

**BGM End**

* * *

**Emerald Coast, New Vale City**

**BGM-Sonic Adventure OST-Azure Blue World ...for Emerald Coast**

Yang puts on her yellow shades as the group enters the beach resort that is Emerald Coast, a beautiful coast with blue skies and little islands off shore in the city, making this beach the perfect area to come in and relax. She breathes in that fresh air while walking past the people enjoying their sunbathing underneath the warm sun.

"Ahhhhh…gotta love that beautiful beach smell. I always love coming here to stretch and relax when I'm not too busy with work." Yang stretched her arms straight into the sky, in the mood to relax in the beach right now even though they are on an important mission to find Ock's secret base.

"It's the hottest vacation spot in the whole country. Wouldn't mind coming here during a day off. Don't remember the last time I came to the beach." Spidey replied.

"Weren't you here with us last summer?" Ruby asked the busy spider hero.

"Couldn't make it, remember?" Peter remarked.

"Oh right. Too busy getting beached by Hydro-Man, ironically." Ruby joked.

"Doesn't Florida also have their own Emerald Coast?" Kaine asked them.

"Yes. Thankfully, that's not the one we're investigating, unless Ock's base stretches all the way to over there." Peter joked.

"Right. And where's this top secret back entrance he talked about?" Kaine remarked.

"It's around the lighthouse area over at those little islands. Follow me. I should know a few shortcuts." Peter suggested, zipping to the air from a webline to activate his newly-improved Web-Wings to glide better through the air similar to Knuckles' gliding ability.

**BGM End**

**BGM-Sonic Adventure OST-Windy & Ripply …for Emerald Coast**

"For someone who doesn't come here a lot, you sure know your place around here." Kaine remarked, following the classic webhead to the small and somewhat hazardous islands in Emerald Coast with Ruby and Yang not too far behind.

"Emerald Coast was the first area I stumbled into at the beginning of my 'dimension-hopping adventures'." Spidey replies while gliding above the gorgeous blue sea.

"The perfect area to start a new adventure." Yang smiled.

"If you ignore the giant killer whales around here." Peter quipped.

"Excuse me?" Kaine remarked, a bit shocked to hear killer whales also live around this coast.

"Nothing to worry about. They only seem interested chasing hedgehogs." Peter told him, joking about the few times Sonic got chased by a giant whale whenever he visits these beach zones. Not long after venturing through the islands of Emerald Coast, the heroes arrived at the lighthouse Ock talked about. "Here it is! The lighthouse. That means it's time to take a dive in the aquatic tub." Peter remarked.

"Activating Aqua Suits!" Ruby and the others presses their chest to activate and wear their Aqua Suits to help them breath and swim in the ocean.

"CANNONBALL!" Spidey shouts, jumping high to the sky and curls himself into a ball before making a huge splash into the deep blue sea with the others following suit.

"Now if I were a crazy mad octopus scientist, where would I hide the entrance to his secret base?" Yang asks herself, swimming underwater to find the secret entrance to Ock's base.

The group splits up a bit to cover more ground, or sea in this case. They look through coral, lift rocks, attempt to talk to fish in Peter's case for help but found nothing so far. But it would seem it was Ruby that noticed something of interest. A hidden underwater cavern tunnel.

"Guys! I think I found something!" She contacts the others to follow her through the tunnel. After a short bit, they swim up to the top to suddenly find themselves at the shore of a hidden cavern underwater and spot a particular metal door that's supposedly the secret back entrance to Ock's base in the Hudson.

"That must be it." Ruby believes they have found the entrance, walking onto shore while deactivating their aqua suits.

"Be a gentleman and get the door for us, scarlet stinger?" Yang teased the annoyed clone, jokingly gesturing her arms to have him open the door for the girls and Peter.

"Give me a second, lazy long! Don't make me use your hair as a drill!" Kaine retorts.

**BGM End**

**BGM-Sonic the Hedgehog (2006) OST-Aquatic Base ~Level 1~**

It took Scarlet Spider three seconds to ruthlessly rip the door open into two, leading the squad inside Ock's secret underwater base. After walking through a small tunnel, they approach the end to see what his base really looks like and they become quite amazed. A secret high-tech underwater base, hidden beneath the waters of New Vale City. The clear walls that gives one a breathtaking view of the ocean floor are electrified as is the floors, floating platforms and deadly turrets ready to kill any intruders they spot, and that's just the beginning.

"Is this Ock's lab?! When did he get time to build all of this?!" Ruby remarked, amazed by how high tech the underwater lab is.

"Compared to his other underwater bases, gotta say, this one's a big improvement." Spidey joked.

"No time for messing around. We gotta find the main lab and get our answers." Scarlet wants to get this mission done and over with, putting on the serious face.

"The floors and walls in this room are electrified. You'll have to swing us across." Yang noticed.

"Lovely." Kaine dryly remarked, not in the mood to be a spider-escort but does it anyway.

"Hop on-board, half-sisters. The Parker Brothers will be your escorts today through this creepy, underwater facility with turrets aimed at us. Luckily for you two, both of us are equipped with stealth modes made by yours truly." Spidey quipped.

Ruby holds onto the "little brother" of the Parker Brothers while Yang holds onto the "big brother" of the two. Both spiders activate their respective stealth modes on their suits that turns them invisible to practically everything. The Parker Brothers safely swing the half-sisters across this giant room filled with turrets that can't scan for their presence because they're invisible.

"Too easy. Piece of cake." Peter grins from how easy it was passing through the electrified room without alerting the turrets. The spiders gently let the girls down as they traverse through the door into a corridor with activated laser grids patterns. The heroes use their agility and reflexes to dodge the lasers to keep moving without stopping.

"Ock needs to create better defensives. He never learns." Peter jokes, only for his Spider-Sense to prove him wrong as multiple hidden laser guns suddenly pops out from the walls and blasts him. Or would've if Peter didn't flip back while utilizing his new hologram illusion that looks like him for the lasers to disintegrate into nothingness while the real one is still alive. "Whoops. Never mind. That was a little close." Peter continues with the jokes, even after avoiding death again.

"Wait. What did you do?" Ruby confusingly asks about his hologram illusion.

"I upgraded my holo-decoy tech to work as holographic illusions. Something like Mysterio's except mine are WAY cooler. It's like I said, this new suit has better weapons than Tony Stark's armor." Spidey explained, boasting about his new Spider-Armor.

"You HAVE to build me my own high-tech suit for my birthday, and a Wispon." Ruby requested with cute, adorable eyes that's hard to say no to, unless you're Kaine.

"Sure, if I have time." Peter replies casually.

"Then what about me, or are you going to surprise me on our 2nd anniversary?" Yang slyly teased her boyfriend, flirting and leaning next to him.

Peter immediately gets embarrassed and lets out a few fake coughs to get them all focused, "Let's, uh, um…keep moving, huh?"

"Man up, will ya?" Kaine walks past the annoyed webhead glaring at him, who sucks at interacting with women.

"And what about for you and Blake, huh, or did you guys already have one?" Yang turns to tease the spider clone next, sensing he too is slightly embarrassed about his relationship.

"I am NOT discussing my personal life with you." Kaine remarks stoically, though the half-sisters still giggle at the embarrassed clone.

**BGM End**

**BGM-Sonic the Hedgehog (2006) OST-Aquatic Base ~Level 2~**

The group continues making through the secret underwater lab, entering through another door that leads into a large circle chamber where Octobots suddenly show up to halt their progress, as well as remodeled Egg Gunners now called "Octo Gunners" that were simply given the upgrades of two tentacles attached to their backs.

"Octobots! Been a while since I fought these tentacled metal critters!" Spidey jumps to the side from an Octobot tentacle strike.

Scarlet Spider jumps over to stab his stingers on the head of an Octobot before jumping to the air from the numerous gunfire from the Octo Gunners. Kaine jumps off their rising tentacles to land behind them, firing a webline on one and throwing it on several more before they explode.

Yang fiercely strikes down several Octo Gunners with simply two explosive punches each plus a kick, leaping back when two Gunners fire on her. When an Octobot tries to ambush her from behind to latch onto her back, Yang spotted this and quickly grabbed one of its tentacles and throws it onto the Gunners firing on her before blasting them away into an explosion.

Ruby twirls her scythe to slash off the striking tentacles from the Octobots, then uses her Semblance to ricochet off them, destroying them in the process, before appearing before an Octo Gunner and uppercuts it to the air that she soon follows higher. "Hey Spidey! I want to see more what your Web-Shooter Wispons can do!" She requests while shooting through the aerial Gunner.

"Alright, kid! Watch and be amazed!" Spidey uses the Hover Web function of his Wispon shooters, instantly blowing away a crowd of Octobots into their destruction before swiftly switching into his Lightning Web to whip several Gunners with a lightning web, quickly bouncing off one while equipping his Burst Web to rapid-fire flaming web shots on it and a few more. And lastly, while still in the air, he equips his Drill Web to form a drill-like construct made of yellow webbing on his right arm, further enhancing with it with the Lightning Web as he drills down on the remaining crowd, cracking the floor with electricity that short-circuits the robots before they explode. The Wisps that he used their powers for briefly fly out of his Web-Shooters to share a quick high-five with the wallcrawler before re-entering the awesome gadget.

"Like?" Spidey asked about his new Wisp gadgets to the others, especially the extremely excited Ruby who looks like she's ready to explode from sheer coolness of the Wispon.

"Heck YEAH! Please, please, PLEASE build me my own Wispon!" Ruby highly requested, having a hard time keeping her excitement in check.

"He heard you the first time. C'mon! The main lab shouldn't be far!" Kaine remarked.

Yang quips, "So serious, but yeah, we've played around long enough. Let's get into that lab."

**BGM End**

**BGM-Mega Man ZX Advent OST-Whisper of Relics (Tunes Ver.)**

After exploring through more doors and dispatching security bots hindering their progress, Team Siblings finally walk into Ock's main big laboratory where he conducts all his research and experiments. This lab looks pretty much untouched ever since Mecha broke out of his tube months ago, as evident with the glass that's still scattered on the floor from his breakout.

"This must be the main lab. Search for everything related to Mecha." Peter ordered his team as they search around for and clues and hints about Mecha and his plans.

Yang kneels down next to the broken glass shards from Mecha's busted tube, "Mecha seemed to have woken up from a bang after he finished his upgrade. Did you find anything from Ock's computer?"

"Already hacked into it and downloading data into my hard drive." Spidey replied, hacking into Ock's systems for any useful information related to Mecha. He clicks on a curious file about "Mecha Spider-Man: The Superior Spider" and opens it to unveil several interesting notes and pictures that hints about Mecha's plan.

"Whoa. Come look at this." Peter wants Yang to see what he found on the computer screen.

Yang looks at the images that consist of Spider-Man and several other spider-people in the world surrounding Mecha Spider-Man and the Octo Reactor above a blacken out image, "Images of other spider-people? Spider-Man, Scarlet Spider, Spider-Woman, Arachne, Anti-Venom, Toxin, and The Other? What's this about?"

"This must be what Ock was talking about. A plan to help Mecha evolve." Spidey replied.

"Evolve?" Yang questioned.

"Mecha's goal the entire time was to copy the respective data of every spider-person on the planet, including The Other, to transform into the 'Perfect Spider-Man' with power beyond calculation." Spidey explained what Mecha's true goal might be.

"So that's why he hunted me down as Kraven. To hunt down Toxin, Anti-Venom, and Arachne, to copy all our data." Scarlet remarked.

"And the Tri-Sentinel attack. He must have been controlling that thing, luring me to fight it on my own so he'll have enough time to copy my data and Ero's merged within me. It all makes sense. That must be why Neo kidnapped Spider-Woman. She's the final key." Spidey remarked, figuring out Neo Metal Sonic kidnapped Spider-Woman simply for his partner to copy her data.

"Then why kidnap Amy then?" Yang asked him.

"Probably to use as hostage bait against Sonic. Or being a sore loser like he said." Peter replied.

"Okay. Then why copy our data when he trapped us in cyberspace? And what about the Chaos Emeralds? And the Digitizer? Why does he need those if they aren't necessary?" Yang asked another good question, wondering why Cyber copied the Beacon heroes' data and is on the hunt for the Chaos Emeralds.

"Nothing wrong having an extra power boost. But his primary objective has always been copying the data of every spider. My ultimate enemy. A robot version of me with the goal of becoming the ultimate weapon, now with full sentience hellbent on eradicating humanity." Spidey replied.

"To become a bloodthirsty god of destruction like you said. Beautiful. But what about Neo? He copied the data of the Avengers and Freedom Fighters for a reason." Scarlet questions what is Neo's ultimate goal along with Cyber's.

"Hopefully Sonic will learn something on his side." Peter replied.

"Hey Spidey! Check this out!" Ruby shows the webhead blueprints on Mecha Spider-Man and the Octo Reactor. "These look like blueprints for Mecha. Maybe you can use them for something."

"Good find. I can probably use that to find some weakness in his programming to create some kind of shut down-virus program." Spidey remarked, thinking they may have found everything they need to defeat Mecha, right after he downloaded all the useful data from the computer, "Data downloaded. We have everything we need. Let's get out of here."

**BGM End**

**BGM-Sonic Battle OST-Dr. Eggman**

'_Hmhmhmhmhm. What do we have here?' _Suddenly appearing on the computer screen to surprise the heroes is Cyber Mecha Spider-Man himself and his sinister cold chuckle, _'My sensors picked up a few rats poking their noses in Octavius' underwater base. I knew you'd still be alive, Spider-Man. I should expect nothing less from my double.'_

"It's over, Cyber. We know your game. Tell us where you're keeping Spider-Woman!" Spidey demanded.

'_Don't you worry. She's safe helping me achieve my ultimate ascension.' _Cyber calmly replied.

"We will stop you! Both you and Neo! Soon we're gonna put an end to your twisted schemes!" Spidey glares the faker at the screen.

'_Ha ha ha! I like to see you try from the bottom of the ocean! Farewell, my inferior brother!' _Mecha chuckled, instantly ending the call to replace the screen with a timer counting down from five seconds, instantly implying to the heroes it's a timer until the whole base self-destructs.

"THIS BASE IS GONNA BLOW!" Ruby shouted, noticing they don't have time to escape from where they came from.

"EVERYONE! STAY CLOSE TO ME!" Spider-Man shouts at them to huddle up by his body just as the base begins to explode.

From the bottom of the ocean, the underwater base explodes with a loud explosion so powerful it ruptures the water and causes multiple large geysers from the sea that some civilians were able to spot at the edge of Manhattan. Miraculously, Spidey's group survived, floating on top of the river protected by the web-slinger's Cube Web Barrier, keeping them safe inside a perfectly shaped blue cube with a yellow spider-logo.

"Quick thinking. Now I'm starting to see why the kid likes your new Wispon so much." Scarlet remarks, relieved they survived the base explosion.

"I was in NO mood to die again in the same week." Spidey remarks.

"That was _way _too close." Yang sighs with great relief while her little sister wipes the immense sweat from her forehead that they managed to escape near death.

"Good news is we have the means to shut down Cyber. Now we just need to find his base and put a stop to him before he reaches his final form." Spider-Man replied, before getting a surprise call from Vector. He answers the call via Bluetooth, "Vec. What's up? Did you learn anything about Cyber's whereabouts?"

'_Oh, you betcha we did! You wouldn't BELIEVE where he's been hiding!' _Vector replied.

"I'm liking this. Tell us everything you know. Now let's hope Sonic found out where Neo's been hiding." Spidey said, now wondering if Sonic learned anything new about Neo Metal and his whereabouts.

**BGM End**

* * *

**Meanwhile…in Final Egg, New Vale City**

**BGM-Sonic Adventure OST-Mechanical Resonance ...for Final Egg**

Sonic's group consisting of himself, Tails, Weiss, and Blake open a door that leads them inside the computer room of the seemingly rebuilt Final Egg at the Mystic Ruins jungle. "Man. I can't believe Beacon ACTUALLY rebuilt Final Egg. I blew this place up for a reason, ya know that?" Sonic jokes with Team WB as they enter the computer room.

"Ozpin thought it was a good idea to have Stark Industries rebuild it to serve as another training course for the students this semester. Before, we just used its salvaged parts for stuff at the school or to create and upgrade our weapons and other junk. Pretty advanced technology even when blown to scraps." Weiss explained while exploring the computer room, saying Ozpin and Tony Stark rebuilt Final Egg to assist with Beacon student's training.

"You should activate the Badnik bashing program to pass the time." Sonic grinned at the annoyed heiress.

"Have you forgotten why we came here in the first place?! We don't have time to play!" She starts arguing with the jokester.

"Don't be so cranky." Sonic joked.

"We're trying to save the world here!" Weiss retorted.

"You're no fun." Sonic quipped, turning his back to the steaming ice queen.

"Find anything, Tails?" Blake asks Tails, who's hacking the computers as they speak while ignoring Sonic and Weiss' usual clash of personalities.

"Thankfully, the computers here look to be connected to the Eggnet's upgraded server. I should be able to easily hack into it. Hopefully learn something about Neo's plans." Tails types on the keyboard to learn anything about the Metal Duo's ultimate plan and learns something, which appears to be an image of the Arc Reactor.

"The Arc Reactor?" Blake questioned.

"Why is Metalhead interested in the Arc Reactor when he's after the Chaos Emeralds?" Sonic asked, knowing the Chaos Emeralds are way more powerful than the Arc Reactor.

Tails replies as he continues searching through the Eggnet, "I don't know, but that doesn't seem to be his main objective. It looks like there was a major update across the Eggnet. It's almost like Neo Metal Sonic isn't hiding what he's doing any-OH MY GOSH!" Tails said out-loud as the gang just learned something very worrisome.

"We need to call Sally-NOW!" Sonic remarked from the great frightening news about Neo's next move.

**BGM End**

* * *

**At the Sky Patrol…**

**BGM-Sonic Battle OST-Frantic Event**

Sally was drinking some coffee in the meeting room while scanning the globe for any possible sightings of Neo or Cyber and their hostages, Amy and Spider-Woman, but so far found nothing yet. "Where are you, Amy? Where could you and Spider-Woman be?" Sally ponders where her friends could be held captive somewhere in Mobiant Earth.

Suddenly, Nicole projects herself on the big screen to hurriedly inform her friend of a priority call from Sonic, _'Sally! A priority call from Sonic and Tails!' _she says before answering the call to see them along with Blake and Weiss looking very urgent from the Final Egg.

'_Sal! Are you there? Tails found what Neo's up to! You're gonna need to call the rest of team! The Avengers! Team Dark! EVERYONE!' _Sonic urgently told her of something very dire that could put the whole planet at risk.

**BGM End**

* * *

**Space Colony ARK's Computer Room, Mobiant Earth's orbit**

**BGM-Sonic Forces OST-Quickening of Evil**

Amy Rose lies unconscious in a stasis bubble, sleeping in a large arena surrounded by hundreds of computers in a green-lit computer room, but beyond it, from the distance is the central control room aboard the Space Colony ARK that houses the main computer of the whole station, and its top-secret weapon.

Neo Metal Sonic sits on a chair in the central control room confidently calm, staring at the unconscious Amy Rose from the distance, but strangely no Spider-Woman in sight, **"The Space Colony ARK. One of the most advanced research centers in the world, housing the strongest weapon that could **_**destroy**_** a planet with all seven Chaos Emeralds, the Eclipse Cannon. So come to me, Sonic. Bring your Freedom Fighters and Avengers. Either way, we've already won." **Metal says this, having the ARK surrounded and guarded by his enormous space Egg Fleet, sporting the same red color and smoother design as the fleet his former master once used during the beginning of the Dark Gaia incident.

**BGM End**

* * *

**BGM-Sonic Forces OST-Fist Bump Instrumental (Tee Lopes Unofficial Remix)**

**KFX Here: Just noticing now I'm taken quite the influence and inspiration from the Dreamcast days of Sonic the Hedgehog. Elements from _Sonic Adventure_, _Sonic Adventure 2_, and _Sonic Heroes_ are all in the mix of this story. Fancy that. Anyway, we are now learning the full scope of the Metal Duo's plans. Cyber Mecha Spider-Man's is to become the ultimate Spider-Man by copying the data of other spider-people. Meanwhile, Neo Metal Sonic's goal is to hijack the Space Colony ARK, possibly to use the Chaos Emeralds to take over the planet. But there are still some mysteries that haven't been solved. Either way, Spider-Man and Sonic are bringing in all their friends to participate in another two epic battles from both of their perspectives. Will they succeed?**

**Next time: Avengers and Freedom Fighters assemble! Raid the Space Colony ARK!**

**Question of the Chapter: So far, how impressed are you with Neo and Cyber's plans? Are they the most cunning evil villains in the series so far?**

**BGM End**


	26. Act 3 Issue 3: Space Colony NEO

**BGM-Sonic Runners OST-Sonic Heroes (Guitar Cover)**

**Sonic: I'm Sonic. Sonic the Hedgehog! Spidey figured out Cyber's plan. He's been copying the data of other spider-people to become the ultimate Spider-Man and rule the world. Heh. Sounds familiar to what Neo did before. Speaking of him, he just taken over the Space Colony ARK, probably to use the Eclipse Cannon to take over the world as well! We gotta stop them! Time to call in the whole crew!**

**BGM End**

* * *

_Act 3 Issue 3: Space Colony NEO_

**Space Colony Ark's Computer Room**

**BGM-Sonic Forces OST-Quickening of Evil**

Neo Metal Sonic. One of the greatest threats Sonic and his friends has ever faced has taken over the Space Colony ARK orbiting their planet using his space Egg Fleet. The mechanical mastermind sits on his makeshift throne in front of the main computer that controls the ARK's most destructive weapon, the Eclipse Cannon. If charged with all seven Chaos Emeralds, it's power output is enough to completely destroy an entire planet.

Neo holds the Chaos Emerald he stole from Amy Rose, who he also has held hostage in a stasis bubble to lure Sonic. Neo begins narrating, starting by introducing himself similar to Cyber a while ago during the beginning of their "Phase 2" plans, _'I am Neo Metal Sonic. I am Dr. Eggman's greatest creation. I am Sonic the Hedgehog – Perfected. I have used the Egg Fleet to conquer the Space Colony ARK. I have secured controls to the Eclipse Cannon, a powerful weapon capable of destroying entire planets. I have baited the "heroes" into leaving me and my ally, Cyber Mecha Spider-Man, the last thing we need for our "complete" ascension. We have won!'_

**BGM End**

* * *

**Meanwhile…in Avengers Tower**

**BGM-Sonic Forces OST-Theme of the Resistance**

Sally Acorn, leader of the Freedom Fighters, and Captain America, leader of the Avengers, stand before their united teams and allies to discuss the current danger that threatens their entire planet showing live video footage of the Space Colony ARK and the surrounding Egg Fleet. Allies such as Spider-Man and his assembled "Web Warriors" consisting of Scarlet Spider, Arachne, Anti-Venom, and Cinder. Team RWBY and Team JNPR of Beacon Academy were called in to join this emergency meeting. Team Dark and Team Chaotix as well. Even solo heroes who've been involved in this journey like Qrow Branwen, Jessica Jones, and Hummingbird also join the party.

"Thank you all for coming so quickly." Sally thanks her allies for answering the call.

"Yeah. We're going to need all of you if we want to stop the current danger that threatens the planet!" Captain America told them.

Shadow scoffs, leaning on a wall looking a bit annoyed next to his teammates, "Neo Metal Sonic has a lot of nerve thinking he could conquer the ARK without suffering the consequences."

"That's why we called you. We knew you'd be worried your space home was taken over." Sonic teased his dark rival, knowing the grim anti-hero would be the most worried and angry that the place was he born has been conquered by his creator grandson's own ultimate creation.

"I am NOT worried. Just eager to make Neo regret his actions." Shadow scowled at the grinning blue hedgehog.

"What we SHOULD be worried about is that Cyber Mecha Spider-Man transformed the underground Mt. Glenn beneath the city into his personal cyber kingdom according to the Chaotix and Jones. And with Cipher's ability to travel through cyberspace from down there, they basically have full control over the entire city." Qrow said, remarking what they've been informed about Cyber's hidden base beneath New Vale.

"Sheesh. It's like dealing with two Ultrons, except one looks like a spider and the other's a hedgehog." Hawkeye quipped.

"They're definitely reaching Ultron-levels of annoying." Black Widow snarkly remarked.

"We're going to split into two major groups. Group 1 will consist of the Freedom Fighters, Team Dark and the Avengers attacking the Egg Fleet and breaking their control over the ARK while a sub-team led by Captain America will confront Neo Metal Sonic in the central computer room. They'll secure the computer room and rob the fleet of its commander, with hopefully Amy and Spider-Woman there to be rescued." Sally told the united forces.

"Meanwhile, everyone else will be Group 2. Your mission is to raid Cipher's base underground and shut that place down. A sub-team consisting of the Web Warriors will confront Cyber Mecha Spider-Man and install him with Spider-Man's virus program that'll shut him down, if he hasn't transformed into his final form." Captain America continued, knowing Spider-Man finished a virus program based off Mecha's data that he stole from Ock's underwater base.

"Still a bit surprised you called us to help with your mess." Cinder said to Spider-Man, who was the one that contacted her and Anti-Venom, two anti-heroes who don't play nice with others, to join this important mission.

"Your data's part of the problem too, lady. Why did you call her here?" Kaine asked his brother, annoyed someone like Cinder was called for this mission.

"Wanna reform the Web Warriors. If Cyber wants to become the 'Superior Spider-Man', he's got beat this gang of spiders he copied the data from. And I thought some of you might want revenge." Spider-Man answered, giving his reason for re-assembling the Web Warriors.

Anti-Venom hisses, _**"You got that right! That robot Spider-Man HUMILIATED me when he disguised himself as Kraven and captured me like I'm some wild animal! He thinks he's better than me?! I'll crush him into scrap!"**_

"He made me late to my daughter's recital. Now he's gonna learn the hard way I'm scarier than Dr. Doom." Arachne remarked, swearing vengeance against Cyber for making her late to her daughter's recital.

"Sweet." Spidey grinned.

"How are you guys gonna take on an entire space fleet? SHIELD and the others are still weakened from the last battle." Ruby asked Tails and Rotor, who's part of the group raiding the ARK.

"We got in contact with SWORD to help us out. They're the intelligence agency that deals with threats from space, though in this case it's more of an 'Earth-based problem' instead of 'extraterrestrial'." Tails replied, saying they have the help from S.W.O.R.D. to attack the Space Egg Fleet.

"And if that's not enough, we'll also be taking out the Blue Typhoon for a spin." Rotor added.

"The Blue Typhoon?" Ruby looks confused, having no idea what he's talking about.

Tails projects a small holo-image of a large blue starship from his Miles Electric as Rotor explains what it is, "It's the Freedom Fighters' new space carrier. Me and Tails have been building this thing for months as a little side project in case of any potential space adventures, with some assistance from Mr. Stark, who provided us with an Arc Reactor as a power source."

"You guys been building a spaceship for months as a 'side-project'. That's oddly convenient." Weiss remarks dryly, crossing her arms.

"We couldn't let that alien tech from the recent Thanos attack go to waste, can we?" Rotor quipped, implying the Blue Typhoon was built using salvaged alien tech from the Thanos Invasion.

Before they begin their respective missions, Sonic and Spider-Man share a smiling bro-fist. "Good luck, Spidey. Show Cyber what you're made of." Sonic smiled.

"You too. Teach Neo a lesson he won't forget." Spidey smiles behind his mask.

"Alright everybody! It's time to get to work! Avengers and Freedom Fighters assemble! Let's go liberate the ARK and free the city!" Sally gave out the call sign to her allies, pointing through the window to space as everyone goes out to succeed in their respective missions.

**BGM End**

* * *

**Soon…At the Avengers Mansion Sub-Basement**

**BGM-Sonic Adventure 2 OST-Strategy**

The time has come to assist SWORD raiding the ARK and stopping Neo Metal Sonic from potentially destroying the world. The Avengers wear special red Space Armor designed by Iron Man to survive the harshness of cold space. Teaming up with their mobian allies, the Freedom Fighters and Team Dark, the Avengers boarded the bridge of the FF's new space carrier, the Blue Typhoon, parked inside Avengers Mansion's sub-basement.

"So what's the history with this space colony?" Scarlet Witch asked Rouge for a brief history lesson on the ARK.

"The ARK was one of the first space colonies built by mankind before it was left abandoned over 50 years ago. A top-secret research facility where weapons of mass destruction were being created, including the Eclipse Cannon, which when powered with all seven Chaos Emeralds, could blow up a planet. It's also the 'birthplace' of Shadow, but he doesn't like talking about it." Rouge teased her grim teammate, who heard her explanation and simply looks away scoffing.

"How's it going up there, Abigail?" Captain America speaks to the director of S.W.O.R.D., Special Agent Abigail Brand, from a holo-communication screen about the space battle between SWORD and the Egg Fleet.

'_Not so bad, for now. We're waiting for you guys to have a piece of the cake.' _Abigail replies with some sass.

Rotor checks the power levels of the Typhoon to make sure everything's optimal before launching into space, "Systems all green. Connecting the main engine to the flywheel! Ignition! Iron Man! Is the Arc Reactor powering up smoothly?"

'_As always. I created the thing.' _Stark replied from the main engine room.

"All right, let's roll! Next stop, the ARK!" Sonic smiled.

"Blue Typhoon, launch!" Sally gave the order to launch the Blue Typhoon.

The Blue Typhoon slowly launches up the waterway constructed beneath the mansion connected to the East River. Part of the river split open as the massive spaceship flies out of the city and boosts itself into outer space.

**BGM End**

**BGM-Shadow the Hedgehog OST-Way to the ARK**

Soon after entering their planet's orbit, the Blue Typhoon are about to enter the massive space battle between S.W.O.R.D.'s alien-tech based battleships against the Eggman Empire's highly advanced space battleships, with the Space Colony ARK centered of this war. It appears to be an even battle, with the Egg Fleet having a slight advantage thanks to the ARK's powerful defense systems aiding them destroying several SWORD ships.

"Heheh, they already seem to be greeting SWORD nicely." Sonic chuckled lightly from the chaotic space battle.

"With Neo in control of the ARK's defense systems, SWORD won't stand much of a chance." Shadow said.

"Then let us go lend them a hand. Heroes, to your battle stations!" Captain America ordered the united heroes.

"They're giving us a kind welcome. Let's give 'em a flashy response! Right, Shadow?" Sonic asked his rival before running off to his battle station, with Shadow chasing after him.

**BGM End**

**BGM-Sonic Forces OST-Egg Gate**

The Blur Typhoon quickly comes to the aid of SWORD firing its laser cannons and missile launchers commanded by Sally. Several heroes like Black Panther, Antoine, and Rouge quickly take off from the hanger on Quinjets to fly out and assist gunning down the Eggman Fleet. Heroes that can fly on their own like Thor, Captain Marvel, and Bunnie dodges the barrage of laser fire from the enemy fleet while blasting the space Badniks like Eggrobos and Egg SWATs with relative ease. This is all to provide cover for Captain America's sub-team of heroes to infiltrate the ARK riding on the D-Avengers' customized Quinjet, Web Cyclone, piloted by Tails. Black Widow, Hulk, Captain America and Knuckles sit inside the ship to assist firing the weapons while Sonic and Shadow stand outside on top of it and Iron Man flying with them.

'_Hold on a little longer, Amy! We're coming to save you!' _Sonic thought, focused on saving Amy, and Spider-Woman.

"Sally, we'll need cover if we want to infiltrate the ARK successfully!" Cap told the FF leader to provide cover for his little squad through this space warzone.

'_Got it, Captain! Sending assistance!' _Sally replied.

"You sure you can land us inside in one piece, son?" Cap asked the two-tailed fox pilot.

"Trust me, Cap! I'm the best pilot there is!" Tails smirked, flying the jet stylishly from laser fire.

"The complete opposite of Knuckles' piloting skills." Sonic joked, teasing his annoyed echidna friend.

"You STILL won't let that go, huh?!" Knuckles retorted.

"**Care to give us context?" **Iron Man asked, lost from his reference.

"Knuckles almost got us killed the first time we raided the ARK. Nothing was scarier ever since." Sonic quipped, recalling his first adventure infiltrating the ARK.

"**A relief he's a backseat driver this time." **Stark joked.

"Grrr…" Knuckles growled, hating all this teasing.

Enemy ships and Badnik hordes close in attacking the Web Cyclone, prompting Cap's team to get into action. With Tails's awesome driving, Black Widow and Knuckles control the jet's weapons destroying multiple targets without major damage. Iron Man fires repulsors, shooting down several fighter jets. Sonic and Shadow jump off the jet, with the blue hedgehog homing attacking several badniks while Shadow does the same with some Chaos Spears thrown in the mix.

Meanwhile, Bunnie grabs a battleship's attention and flies away so Captain Marvel could surprise it with a blitz attack, then hovers back-to-back with the cyborg rabbit blasting incoming badniks from all sides. Thor smashes through a gunship firing on a SWORD battleship and gets blasted by an Eggrobo, followed by several lasers from a major battleship of the Egg Fleet.

Lightning strikes down near the annoyed Thor from being attacked by honorless robots and their battleship, "Soulless machines! How DARE you strike the son of Odin! HRAAAAAAAGH!" The thunder god unleashes a large lightning bolt that obliterates the major battleship in one shot, impressing the other heroes and making Sonic jealous.

"Showoff." Sonic gloomed. Wanting to show off himself, Sonic recklessly jumps off the Web Cyclone, much to the surprise of Tails.

"Sonic!" He remarked.

Sonic lands on a Grind Rail in space provided by the Egg Fleet, riding down onto the deck of a major battleship of his own where an army of Egg Fighters take fire at him. Sonic smirks, boosting through their attacks like they're nothing and smashing through the robots themselves. The hedgehog quickly raced into the power core of the ship and blitz through it, causing the ship to fall down exploding in a blaze of glory as the hedgehog jumps back on the Web Cyclone like nothing happen.

"Ha ha! Can you beat that?!" Sonic challenged Shadow who can destroy more battleship.

"Hmph. You call that impressive?" Shadow teleports to another major battleship, blitzing through its robot horde and destroying the power core, causing the ship to lose altitude and crash into another major battleship, destroying both at the same time. Shadow teleports back on the Cyclone, giving his annoyed blue rival a small sly smirk of cockiness.

"You were lucky they were so close to each other." Sonic remarked with a blank, annoyed stare.

A quick second later, the Web Cyclone comes under attack by the blistering laser barrage from a titanic battle station deployed from the ARK called the Egg-Genesis. It has a head resembling an E-100 robot that carries multiple mech battalions in its four massive arms and searchlights that shine on the heroes to help better aim it's missile launchers.

"**That's a big bot." **Stark joked.

"Heh. You think you can intimidate us with just your size? Come on, let's see what you can do!" Sonic taunted the large mech with a cocky smirk.

"No!" Cap objected to attack the Egg-Genesis. "We need to focus finding an entrance to the ARK. Leave that mech to the others."

"You're the captain." Sonic listened to Cap's orders, having so much respect to argue with him.

'_We'll handle that robot, Sonic! Worry about getting inside and finding Amy! Rotor, open fire on that giant robot!' _Sally ordered from the Blue Typhoon.

Rotor enters war with the Egg-Genesis, firing numerous missiles that get quickly destroyed by its lasers. _'Nicole, did you scan for its weaknesses?' _Sally asked her lynx AI.

'_Attacking the energy core underneath it should do it in. Disabling it of its arms should also disable its function summoning more Badniks.' _Nicole scanned.

'_Scarlet Witch. Wasp. Falcon. Destroy its energy core! Black Panther. Hawkeye. Antoine. Disable its arms! Bunnie. Keep it distracted!' _Nicole ordered her allies to follow her instructions.

"Got it, Sally-girl!" Bunnie fires a laser at the head, getting the Egg-Genesis's attention away from the other heroes attacking it's weakspots.

'_Ha! I'm a good shot with any weapon!' _Hawkeye managed to blast off two arms while Panther and Antoine destroy one each.

"This should do it!" Falcon throws explosive holographic flechettes from his wings alongside Wasp's stingers and Scarlet Witch's hex bolts at the energy core from the bottom of the giant mech, destroying it.

With the energy core destroyed, the Egg-Genesis descends crashing on several SWORD battleships. The agents inside scream in fear they might die, but thankfully for them, Thor swung the fortress away to get completely obliterated by a laser shot from the Blue Typhoon.

'_The mech fortress is destroyed! Did you make it inside the ARK?' _Sally contacted Cap's team who should've infiltrated the ARK by now without much resistance.

**BGM End**

* * *

**Cannon's Core, Space Colony ARK**

**BGM-Sonic Adventure 2 OST-Scramble for The Core ...for Cannon's Core ver.1**

While their many allies handle the Egg Fleet outside, Team Sonic, Shadow, Captain America, Iron Man, Hulk, and Black Widow successfully infiltrated the ARK via Hulk punching a hole somewhere around the cannon's core.

"We're here, Sally! Hulk made us an entrance somewhere inside the cannon's core! We're headed to the computer room! Shadow, can you lead us there?" Cap asked the ultimate life form born from the ARK.

"Follow me." Shadow led the team through his birthplace to find the computer room where Neo Metal Sonic is hiding.

"Watch out, Neo! Here we come!" Sonic ran alongside Shadow at the same speed. They enter an area where security lasers were triggered by their presence and starts shooting at them. Each hero use their respective maneuverability to dodge their fire, or in Hulk's case, tanking their puny blasts while punching the laser cannons. Shadow then leads them through an anti-gravity room that impresses the likes of Widow and Iron Man.

"So this is the ARK. Never got the chance to visit this place until today." Widow remarked, swimming through the gravity zone into the next area.

"**This station may be half-a-century old, but it's technology still very modern. I gotta study it once we're done. Maybe learn a bit more about this 'Gerald Robotnik'." **Stark remarked, impressed with the ARK's technology.

"Assuming Neo doesn't use the Eclipse Cannon to blow up the planet." Shadow commented.

"We'll make sure that won't happen!" Steve remarked, determined to stop Neo's plans for the Eclipse Cannon.

Knuckles and Hulk smash through a security door entering a small arena filled with Badniks ready to ambush them. Badniks like Egg Pawns, Egg Fighters, E-2000Rs, and the large Heavy-Egg Hammers. "RAAAAAAAAAH!" Hulk immediately lunges to smash the Heavy-Egg Hammers along with Knuckles, leaving the rest with the smaller Badniks.

"Spread out and don't hold back!" Captain America orders his team to destroy the robot horde. The avenging captain throws his shield, cutting off the heads and smashing through several badniks in his line of sight. Steve kicks an Egg Fighter to the ground before grabbing back his ricocheting shield to block a laser from an E-2000R. The captain amazingly withstands the laser, even charging full speed through it with his shield to barrage the badnik with his Hyper Charging Star.

"Disappear, you worthless machines!" Shadow throws his Chaos Spears on several Egg Pawns and destroys them. A few take fire on him but he dodges with Chaos Control, appearing before them to get destroyed by his hovering kicks. Before more Badniks could attack him, Shadow uses Chaos Control to hide away in an area of distorted space, disappearing from sight. The Badniks were left cluelessly confused before the hedgehog reemerged in a small white and purple bubble around himself that destroys his foes, launching a few away before destroying them from a distance with a snap of his fingers, distorting their space with Chaos Control once again.

Black Widow stabs an Egg Pawn with her electrified batons as she delivers a series of blows with them on several other robots. She blocks a swing from an Egg Knight and flips behind it, shooting it at the back from the air with her dual-pistols. She continues flipping on top to an Egg Fighter, using her Widow's Bite to electrified the head to blow up, "Chew on this!"

Tails does a Thunder Shoot using Knuckles and Sonic as electrically charged projectiles, throwing Knuckles first then Sonic from the air to spin through several badniks, with Sonic slide-kicking under an Egg Fighter off its feet before stomping on it. "Yo Neo, if you can hear us, send better bots for us to smash!" Sonic taunted, assuming Neo is listening to him.

"Did someone say SMASH?!" Hulk roars, leaping towards another Heavy-Egg Hammer to easily smash through the chest, blowing it up as he lands down thunder-clapping an entire squadron of badniks to their doom.

"**Try not to SMASH this station out of orbit." **Stark quipped, repulsor-blasting the remaining badniks in the room, allowing them to continue their venture through the ARK freely. **"How close are we to the computer room?" **Stark asked the black hedgehog.

"Not too far now. We should be there any second." Shadow told them they're close.

"Be careful, everyone. Remember, he has all our data and at least one Chaos Emerald. This will be a tough fight." Captain America warned them, telling them to keep their guard up when they confront Neo.

**BGM End**

Not long after, Cap's team find themselves before a large statue of Neo Metal Sonic with its base acting as the new entrance door leading into the computer room. "Well…THAT'S overt." Sonic quips about the Neo statue.

"We're not here for sight-seeing. Let's get moving!" Cap remarks.

Hulk breaks down the door hatches into the large computer room arena of the ARK. "Dibs on Neo." Shadow said, wanting first crack on the metal menace.

"_Pssht_, if you're fast enough to get to him first." Sonic quipped as everyone walks inside, soon after spotting an awake Amy Rose inside a containment bubble, "Amy! Are you okay?! Where's Spider-Woman?"

"I'm okay, but I don't know where she is, but Sonic, it's a trap!" Amy replied.

"You don't think we know that?" Sonic replied, knowing full well they walked right into a trap.

"**Stating the obvious as ever, I see." **

**BGM-Sonic Battle OST-Death Egg**

The heroes turn to see Neo Metal Sonic sitting calmly on his throne in front of the main computer that controls the Eclipse Cannon. Shadow growls while narrowing his eyes on the robot that has taken over his birthplace, "Neo…"

"It's over, pointy. Our friends are wrecking your stuff, Spidey's team is trashing Cyber's city, and we're here to stop you." Sonic declares to Neo that his reign is over.

"We don't know what you're planning with the ARK, but your takeover ends tonight!" Captain America glares at the calm-and-collected metal mastermind.

"**Your friends' paltry efforts do not concern me or Cyber. One by one, they'll all become a black mark on the floor. And you fools are NOTHING compared to my power." **Neo calmly stands up from this throne while holding his Chaos Emerald.

"Says you! Let's get him, guys!" Sonic and his team quickly hurry to take on the robot.

Neo silently scoffs as his power begins to spike. The Chaos Emerald starts to glow, responding to the blue electricity emitting from his eyes while a familiar cosmically yellow aura surrounds his body. Suddenly, a large bolt of yellow lightning instantly causes Neo to vanish and strike down on the heroes before they could move any further, swiftly pushing them back with a surge of energy.

"Oho, _great_. THIS could be a problem." Sonic scowled, staring at what appears to be Neo's new form thanks to the data of the Avengers and Freedom Fighters and the energy from his Chaos Emerald. His new form looks identical to previous form, however, in placement of his blue coat, he glows gold instead. His eyes are glowing with pure golden, cosmic energy, surrounded with a jagged, electrical sparking, flame-like cosmic aura.

"**Give my kind regards to Thor and Captain Marvel for their power, assuming you live to tell them." **The newly-transformed BINARY Neo Metal Sonic, the ultimate robot of thunder and cosmic energy, taunts the heroes as he prepares to finish them off.

**BGM End**

* * *

**BGM-Sonic Forces OST-Fist Bump Instrumental (Tee Lopes Unofficial Remix)**

**KFX Here: Neo Metal Sonic is using the data of Thor and Captain Marvel to transform into Binary Neo Metal Sonic, the Supreme Robot of Thunder and Binary. Sonic's team are gonna have their hands full the next time we see them. Next chapter, we're gonna check on Spider-Man's team as they begin their raid on the Cyber Kingdom.**

**Next time: Web Warriors unite! Assaulting the underground Cyber Kingdom!**

**Nexus240: Dark Gaia's never gonna show up considering it sleeps for millions of years inside the planet, and we're not gonna repeat blowing it up into pieces again.**

**Question of the Chapter: Who is your favorite Avenger and Freedom Fighter?**

**BGM End**


	27. Act 3 Issue 4: Cyber Mecha Utopia

**BGM-Sonic Runners OST-Sonic Heroes (Guitar Cover)**

**Spider-Man: Look out! It's your Friendly Neighborhood Spider-Man! The Avengers and Freedom Fighters already left for space to stop Neo Metal Sonic who has taken over the ARK. It's an all-out space war up there, but Sonic, Cap, and a few others were able to infiltrate the ARK and confront Neo. I'm confident they'll stop him. I gotta focus leading my group to stop Cyber in his cyber base.**

**BGM End**

* * *

_Act 3 Issue 4: Cyber Mecha Utopia_

**Deep underground of New Vale City…**

Spider-Man crawls silently on the rocky ceiling of an abandoned subway tunnel buried deep beneath the city. He glances his surroundings before flipping down to the floor in a scanning crouching pose. "You sure this is the right way, Vec? I'm not picking up anything." He asked the crocodile detective walking up to him.

"That because their base is cloaked. Trust me. This is the way to Cipher's base." Vector told the spider.

"Hope you're right. How's everyone else doing?" Spidey stood up talking to his large group of heroes, consisting of his chosen Web Warriors, Team RWBY, Team JNPR, the Chaotix, Hummingbird, Qrow, and Jessica Jones.

"_**Bored. Where's the action?" **_Anti-Venom said impatiently.

"I'll give it to you if you don't shut up. Keep moving. We're almost there." Jessica Jones threatened the anti-symbiote, gesturing the whole team to keep walking towards Cipher's secret base.

"With the Avengers and Freedom Fighters off in space stopping Neo, it's up to us to protect the city and stop Cipher once and for all." Spidey said, determined to put an end to the cyber gang.

"They almost destroyed Beacon. It's time we return the favor." Ruby remarked, also determined to defeat Cipher for good.

"You said it." Yang remarked.

"Once upon a time, I was going to do that." Cinder joked with some pride.

"You sound so proud of that." Pyrrha glared, sparking some tension between her and Cinder, who supposedly in another timeline killed Pyrrha.

"Easy, kids. You can kill each other after we save the city, or ya know, never." Peter stopped the in-fighting before it could begin.

"I don't exactly _live _in this city." Cinder quipped.

"But you _do _live on this planet, and if Neo activates the Eclipse Cannon, you won't have nowhere else to live. Even with three Chaos Emeralds, they can put an entire country at risk." Spidey replied.

"The Space Colony ARK or this cyber city we're going to. I wonder which is cooler to trash around in?" Nora asked, pondering on her own question.

"I think both are pretty cool!" Charmy joyfully commented.

Espio replies to her question, "You'll see for yourself once we infiltrate the base. Cyber has completely transformed the underground Mt. Glenn into his personal kingdom like no other."

"Before, Mt. Glenn was a failed attempt at expanding Vale when it became overrun with Grimm. Ironic Cyber finished the job but for his own designs." Weiss said, giving a brief history about Mt. Glenn.

"It used to be a base for the White Fang back in the day. It's like we're retreading the past that has been altered to a darker future." Blake remarked.

"Those were the days. Life was so simple back then. Not having to worry about saving the world 24/7. This adult thing is pretty tough." Yang reminisce her earlier days at Beacon, before meeting with Spider-Man, Sonic, getting involved in a multiverse of adventures that transcends time and space.

"It is, but we're managing, right? Just look at it this way. Our work today will bring forth a brighter future for the children tomorrow." Spidey replied, giving his opinion and such.

"I agree." Ruby nodded, smiling.

"How? You're not even 17 yet." Spidey joked.

"But I've been through things most adults will never experience." Ruby smirked.

"Heh. That's pretty true." Spidey smiled behind the mask.

**Cyber Kingdom Zone**

**BGM-Sonic Adventure 2 OST-Strategy**

Vector spotted something ahead while walking through the tunnel. It is the hole his team made when they found Cipher's base the first time covered by metal boxes to hide the secret entrance until they brought their allies. "This is it. The hole we made when we found their base the first time. We covered it up to hide any trace we were here until we called you here." Vector pushes the heavy boxes away revealing the large hole into a metal platform ledge connected to it. The heroes walk onto the ledge that gives them an awestruck view of the entire Cyber Kingdom Zone. Mt. Glenn completely reborn into a futuristic cyberspace city where massive amounts of data flow continuously on the walls and ceiling of this large zone.

"Whoa…So this must be their headquarters." Spidey remarks in awe.

"Mt. Glenn looked NOTHING like this before." Ruby noted, visibly in shock.

"That's a complete understatement." Weiss remarked, also in great amazement of this reborn underground city.

"Is this the cyberworld?" Arachne asked the prime web-slinger as she's not sure if they've entered the cyberworld accidently or are still in the real world.

"Not completely. We stepped into some kind of spatial anomaly thanks to the Digitizer." Spider-Man explained in science terms the others couldn't understand.

"In English, please?" Hummingbird quipped.

Kaine offers to explain the secrets of this Cyber Kingdom, "This is a cyberspace area materialized into the real world and merged with Mt. Glenn to reform it into a technological nightmare that serves as a central mainframe connected to every computer system in the city."

"Wow. Keep forgetting Scarlet's a smart Spider-Man with an attitude." Nora joked, annoying Kaine enough to growl glaring at her.

"From what we've briefly investigated when we first discovered their base, Cipher has been amassing an army of criminals and robots, possibly to unleash a full-scale attack on the city. We need to shut them now tonight." Jessica Jones informed the group.

"Where is Cyber's little home here?" Spidey asked her.

"Over at that giant building with his head on top surrounded by a barrier." Charmy casually points across the city that lies a giant structure with a mechanical version of Cyber Mecha Spider-Man's head on top.

"For a robot, he certainly has an ego. Probably got that from you." Cinder joked to Peter.

"And even greater amount from you. He only copied my awesomeness." Peter quipped to her nerves as he uses his lenses to scan the premises for anything in particular that they might want to investigate. He locates three secured pillars around the city that upholds mother computers, giving him an idea. "It looks like if we destroy those mother computers, it'll shut down their base and the robots, and the barrier protecting Cyber's building. Three teams of four will destroy those computers while the rest of us distract the army." He ordered his team.

"Alright! Let's move out, everybody!" Ruby hyped the team to start their assault on the Cyber Kingdom.

**BGM End**

**BGM-Sonic Heroes OST-STAGE 14: FINAL FORTRESS**

With the city at stake of a full-scale cyber-attack, Team Spidey immediately take action tearing through Cyber Kingdom. "Brock! Go say hello to the locals!" Spidey ordered Anti-Venom to launch the first attack.

Anti-Venom smiles viciously happy, _**"Finally!"**_

The unsuspecting Cipher agents had no idea their base has been infiltrated until the very last moment when one of them spotted a giant white ball with Anti-Venom's smiling face crashing down like a symbiote meteor, "WHAT THE HELL IS THAT?!" The symbiote bomb exploded upon impact, scattering the cyber soliders as Anti-Venom emerges with a monstrous roar and a menacing laugh.

"_**Nyahahaha! Eyes, lungs, pancreas, motor oil. So many snacks…so little time." **_Anti-Venom grinned monstrously.

"Our base has been infiltrated! Sound the alarms and kill the-!" A Cipher agent was immediately entangled by a tendril and pulled over Brock's head and slammed into the ground twice.

"_**Yes! The more there are, the tastier you'll all be!" **_Brock laughed before throwing the goon through the air. Cinder emerges with her Toxin symbiote web-striking the thrown goon while numerous soliders shoot at her but find their attacks barely make her flinch as she ruthlessly throws the goon on them before barraging fireballs from the midair. She lands next to Anti-Venom as several robots and a robot tank approach them firing. The symbiote warriors unleash their combined Death Bite to demolish the robots squad and their tank, causing the thing to explode around the surrounding human thugs.

"You picked the wrong day to mess with us, freaks!" A Cipher brute was going to fire on the symbiotes until someone stunned his mind along with several others, "AH, my head! Where did this headache come from?!"

The mind attack came from a hovering Hummingbird to help Nora beat them down without resistance. "Keep them stunned, Hummingbird! Time for payback for what you did at Beacon Academy!" Nora slams her heavy electrified hammer in front of several Cipher soliders, cracking the floor and knocking them off their feet, leaving them more vulnerable to the shocking swings from her hammer.

Several cannons materialize on the buildings firing on the ground heroes like Nora back away. The hammer-wielding huntress transforms her hammer into a grenade launcher and destroy some of the building cannons. Jessica Jones takes a more personal approach, jumping headfirst and smashing through the cannons with her fists.

Meanwhile, multiple of those Hunter-class Spider-Slayers fly through the city causing havoc and trouble for the heroes. From out of his bird form, Qrow lands on top of one and stabs it with his sword, causing it to crash onto a building and destroying it before leaping onto several other Hunters to do the same. Yang was also hijacking a Hunter, punching through its face and tearing out several cords before leading it to crash onto another flying Hunter, causing both to blow up while she safely jumps onto a grind rail to ride through the city and blasting down several flying Cipher agents on jetpacks, "Lookin' good! Doesn't matter how many of you there! I'M GONNA TEAR YA DOWN!"

At one of the mother computer terminals, it's defense systems fire four differently-colored lasers to protect itself from the incoming heroes that are Spider-Man, Blake, Pyrrha, and Charmy, who all easily dodge the lasers like they were nothing. "Only four lasers? A hero's welcome!" Spidey jokes, web-striking on several enemy troops.

"This place is pretty intense. Cipher must be serious." Charmy comments on the situation while attacking a thug.

"Makes me feel a bit uneasy. Let's push the offensive!" Blake remarks, slicing down two robots at once.

"It's quite overwhelming! But I'm not backing down now!" Pyrrha uses her Semblance to lift up all the metal scrap on the floor and throws them at blinding speeds, tearing through the soliders and the laser cannons, giving Spidey the space he needs to zip up and web-barrage the mother computer into oblivion.

"One computer terminal destroyed!" Spidey remarked.

On another side of the underground base is another computer terminal, with this one protected by the Jackal Squad assisting other Cipher agents from the assault of Weiss, Espio and Scarlet Spider led by Jaune. "The Jackal Squad again?! They don't learn, do they?" Weiss freeze-strikes multiple jackals in rapid succession.

"Their attack is mounting! We have to destroy the computer core!" Espio ninja-kicks onto a row of robots and jackals.

"Keep your guard up!" Jaune recommends, striking down several human soliders and blocking attacks from the stronger brutes.

"I'll destroy everything that comes my way!" Scarlet flaming-uppercuts a heavily-armored brute straight into the air, attaching a webline and brutally throws him through the second computer terminal.

"Good job, Scarlet! That's another terminal down!" Jaune remarked, glad the second computer core was destroyed, which should weaken the base further.

The final computer terminal is located around an active cyber subway station. Ruby leads Ren, Arachne, and Vector to assault this tower while going against the large amounts of Cipher soliders that block their path. "Cipher soliders are everywhere!" Ren comments, shooting each cyber troop one by one.

"Does Cyber think he can stop us with this?!" Ruby spin-strikes her scythe on the goons trying to surround her.

"Yeah, right! But they're _sure _trying hard enough!" Arachne quipped, using her psionic webbing to wrap enemies and thrown them on top of others.

"Don't let your guard down! This is our moment to cut loose!" Vector punches a Cyber Slayer in the face, destroying it before beating on the jackal thieves while Ruby flies to the air with her Semblance and shoot the mother computer several times before it explodes, destroying the last terminal that powers the city.

**BGM End**

Ruby's squad quickly reunite with the others still tackling with hordes of Cipher soliders around the Cyber Mecha Spider-Man statue in the middle of the city. "That's all the mother computers! That should be it!" Ruby told them.

"Something's wrong. The robots are still active and the energy barrier around Cyber's building hasn't dropped. Destroying the terminals _should _have disabled them." Spidey remarked, noticing the base hasn't lost power even once yet with the robots still giving them trouble and Cyber's throne still protected.

**BGM-Spider-Man 3 Game OST-Mad Bomber #1**

Surprisingly, Peter's Spider-Sense tingles to a new threat breaking out from a robot factory of some kind. "What the?!" Ruby remarked. A massive scorpion-themed metal monstrosity that dwarfs the factory it busted through in size crawls on its six legs towards the small heroes, devastating through the buildings without a care in the world.

"That is one _big _Spider-Slayer." Scarlet Spider recognizes the mech as a Spider-Slayer.

Then, a holographic head of the grinning Alistair Smythe projects from his Spider-Slayer to confront the heroes. "Alistair Smythe!" Spidey glared.

'_Did you think destroying the mother computers would do you any good? Cyber controls this base and everything in it. The terminals were just a ruse to distract you while I complete my ultimate creation: The S-03. The Mega-Slayer! The other S-Bots were just dry runs compared to this. With the Avengers off in space, we will lay waste to the city and have revenge against ALL who have persecuted me and my allies!' _Smythe told the heroes.

"End this craziness NOW, Smythe! Destroying the city will NOT bring your father back!" Spider-Man told him.

'_But it WILL give me the pleasure of killing those responsible for his demise! You, then Jameson, all of you will be destroyed along with your precious city! Scorpion! Watts!' _Smythe calls out to his two other allies, Scorpion and Arthur Watts, to buy him time so he could escape to destroy the city.

Scorpion drops down confronting the heroes before Watts, who is wearing a giant, robotic exoskeleton suit about twice his original size called the "EXO-01" designed to destroy anything in its wearer's path. **"Time for a lesson, in death! Hahahaha!" **Scorpion laughed.

"I'm going after Smythe! Someone back me up!" Spider-Man said.

"Okay!" Ruby responded, following Spider-Man to stop the Mega-Slayer along with the rest of Team RWBY, Team JNPR, Anti-Venom, Scarlet Spider, Hummingbird and Vector while everyone else confront Scorpion and Watts for a final showdown.

**BGM End**

**BGM-Spider-Man: Web of Shadows OST-Final Boss (Full Version)**

Noticing the heroes coming to stop him, Smythe commands the Mega-Slayer to unleash a deadly plethora of missiles to keep them at bay, forcing them to attack from the distance. Spider-Man, Ruby, Pyrrha, and Vector were able to climb aboard on top of the enormous robot where they confront Smythe in a little command pod at the back of the platform.

"You just don't know when to quit, do you?! Look who I have in storage!" Smythe reveals the missing and unconscious Spider-Woman from her own pod above his, surprising the heroes that he has her trapped on his robot.

"Spider-Woman!" Spidey spotted. He tries to web-zip to her rescue only for Captain Jackal to ambush him from above and cut his webline and kick him back to the others.

"You're not going ANYWHERE! This time you will DIE, spider-freak!" Captain Jackal declared, posing in an attack formation with his ISO-Blade as Smythe activates a forcefield using two cylinder generators installed outside the platform arena and summons several Cyber Slayers to aid Captain Jackal.

"Jaune! See if you can find any weakness to the robot!" Ruby contacted him while battling Captain Jackal and the robots.

'_Got it!' _Jaune replied.

"Can't wait to destroy you and your worthless city!" Jackal jabs then spins his blade to unleash a giant energy wave at Spider-Man, who managed to leap away from his attacks.

"Why are you so interested destroying the city?! Thought you were some run-of-the-mill thieving mercenary!" Spidey web-shoots the blocking jackal thief.

"I still am…" Jackal charges through and strikes on the webhead, "But a part of me always wanted to watch the world burn! I have a few scores to settle with some people, mostly you! Twice now you've beaten me and made me lose face to my men! I am the ULTIMATE mercenary! And I will prove that I am here and now as I cut off your head!"

"Sorry, but embarrassing crazy mercenaries is what I do!" Spidey quipped, dodging a sword swing and countering with a series of punches and kicks before smacking him across onto a robot with a web-hammer.

'_Ruby! Spidey! Those generators outside that force field might be a weakspot, but Smythe is making it hard for us to get anywhere close!' _Jaune informed Spidey's group on the robot.

"Hold on! These doors might help us get outside! Spidey, I'm gonna need your help!" Vector attempts to rip open one of the slide doors by himself but is not strong enough on his own.

"Coming, Vector!" Spidey zips over to Vector's side and assist him ripping open the door.

"Go!" Vector told Spidey to shut down the generator. The web-swinging hero jumps out through the door and zips over to a generator, ripping it off the machine and throwing it away as he lands back on the robot.

"System's not responding…What are you kids DOING?! DAMN IT!" Smythe shouted from his commander center.

Somewhere else far from the Mega-Slayer battle, the heroes not fighting it are about almost done defeating Scorpion and Arthur Watts. Espio throws ninja stars that prove pathetic against Scorpion's armor. Arachne was able to flip over his head while wrapping him with her psi-webs, strong enough to hold him for a bit while Qrow and Espio whale on him with incredible speed and powerful attacks.

"**This won't stop me!" **Scorpion was able to use his tail to whip the three heroes off him, breaking free from Julia's psi-webbing.

"Then let's try another approach!" Julia projects another strand of psi-webbing, weaving it through Scorpion's body to drain him of his strength.

"**What are you…How…?" **Scorpion can feel himself losing power, leaving himself vulnerable to further attacks.

"Kick his ass!" Julia told Qrow and Espio to finish him.

"With pleasure!" Qrow dashes forward and combos the weakened Gargan with fierce scythe swings that swiftly transitions into a sword and finally a shotgun blast, knocking him to the air towards Espio, who kicks him back for Arachne to defeat with a slamming psi-web punch.

Scorpion's down. Next up is Arthur Watts and his EXO-01 battlesuit fighting the combined forces of Toxin, Charmy, and Jessica Jones. _**"You have no idea how happy I am getting the chance to destroy you." **_Cinder never liked Watts that much, even back when they both used to work for Salem, making this fight very delightful as she throws powerful symbiote-flame bullets at him, but the armor-wearing Watts laughs at her attempts to hurt him by using his booster rockets to fly away from her pathetic attacks.

"Then prepare to be VERY disappointed!" Watts taunts her, using his shoulder-mounted laser cannons to blast Cinder.

"Stop that!" Charmy strikes his stinger on the fusion generator located in the exosuit's back.

"How about no?!" Watts spin-strikes Charmy away not seeing Jessica leaping onto him and ripping off his laser cannons. "No! You're as annoying as Cinder!" He insulted the superhuman detective.

"Should I care about this from the pathetic doctor wearing a handicap?" Jessica punches Watts down to the floor after disabling him of his booster rockets.

Watts blasts Jones off with his arm lasers, thinking he's won. That's quickly proved false as Toxin ruthlessly stabs through his suit from behind, _**"Your toy doesn't scare me." **_Cinder stomps him to his knees, slicing off a robot arm before attaching a tendril to violently slam Watts across to the other side, defeating him as his robot suit was demolished into pieces from that power slam.

With those criminals down for the count, that just leaves the ones with the Mega-Slayer rampaging through the Cyber Kingdom. Jaune's squad are keeping it at bay with all they got, Scarlet Spider and Anti-Venom work together wrapping the legs with webbing to prevent it from moving. On top of the Mega-Slayer, Ruby and Pyrrha combat Captain Jackal to an even brawl to give Vector and Spidey the time to open the second door to disable the force field.

"It's open! Destroy that other generator!" Vector hurried Peter.

"I'm on it!" Spidey runs out and zips over to rip off the second generator. He jumps back onto the giant mech to throw the thing directly at Captain Jackal while he's busy with the girls.

"Huh?" The jackal thief notices the incoming generator seconds before it exploded right on his face, blasting him all the way off the mech and land somewhere in the cyber city.

"So long, jack!" Spidey jokes to the jackal's defeat.

"Boss! Are you alright?!" One of the jackal minions went to check on his injured boss.

"MY EYE! That darn bug! How could he…I'll make him PAY!" Captain Jackal growls in anger and great pain as the explosion from the generator scarred his right eye permanently.

"Let's get you outta here, boss! This is becoming too much!" His jackal minion helps his captain walk away from the underground warzone along with the remaining Jackal Squad who want to live to fight another day and get revenge on those who beat them down today.

Back on the Mega-Slayer, the force field is disabled and the death bot is weakening from the combined forces of the young heroes. This was enough to force Smythe's hand and deal with them personally. "Fine! I'll deal with you myself! You won't get away this time!" Smythe jumped out of his command pod to fight Spidey's little group.

"Vector! Free Spider-Woman while we hold off Smythe!" Spidey ordered.

"On it! Hold on, spider lady! Vector's a coming, free of charge!" Vector starts punching Drew's containment pod to free her. Meanwhile, Spider-Man, Ruby, and Pyrrha have one final showdown with Alistair Smythe, who's managing to hold his own against three skilled warriors.

"I am still the Ultimate Spider-Slayer! Alistair Smythe! You are POWERLESS to stop me!" Smythe briefly clashes with Pyrrha, ducking from her attacks and striking her down with his claws. He receives a couple of shots from Ruby who rushes to swing her scythe, only for Smythe to block the attack and side-step to kick her away before receiving twin fireballs from Spidey's Burst Wisp Webs.

"Stop this vendetta, Smythe! Your father's madness is what got him killed in the first place! I'm giving you one last chance to walk away and not suffer the same fate!" Spidey says, walking towards the standing up villain.

"Never!" Smythe refuses to listen, unsheathing his forearm blades to attack Peter. He managed to get a few hits on him despite his best attempts to dodge, but Spidey was able to web up his arms and zip over to knee smash his face and kick him back. As Smythe gets up from his knees, he gets repeatedly shot by Pyrrha from the distance before Ruby swoops in and knocks him off his feet across the mech.

"You're finished, Smythe!" Ruby declared.

"GAAAAAAAAH! You FOOLS!" Smythe wants to attack some more, and would've if a certain Venom-Blast didn't knock him down for a moment.

"Smythe!" An awakened Spider-Woman finally joins the battle against the Spider-Slayer along with Vector. "Time I teach YOU fools a lesson trapping me on a robot like I'm a trophy for your display case!" She smashes her angry fists together, in the mood for some revenge against Cipher. Drew demolishes Smythe with electrified combo-punches before delivering a kick that knocks him to the air for Vector to punch down towards Spidey. The amazing webhead web-strikes onto the back and spin web-throws him off the Mega-Slayer, finally defeating the self-proclaimed Ultimate Spider Slayer.

"NOOOOOOOO…!" Smythe screamed after being thrown to his defeat, trying so hard to keep himself conscious, but alas cannot and slips into an unconscious state.

**BGM End**

**BGM-Mega Man X8 OST-Hunter Base – Going to The Front**

Without Smythe controlling it, the Mega-Slayer deactivates itself, serving as a threat to the city no longer. With everyone but Cyber beaten, all the heroes and the rescued Spider-Women reunite in this already devastated underground cyber hideout.

"Is everyone okay?" Spider-Man asked his team.

"Fine. Good job stopping that Mega-Slayer. It would've caused a lot of damage if it got lose on the city." Qrow praised the children who took down that giant mech.

"Jess, are you okay?" Arachne asked Jessica.

"Yeah." Jessica Jones replied casually.

"I'm talking to Spider-Woman!" Julia remarks to the quippy detective that shares the same first name as the female spider-hero.

"Not so bad. Thanks for saving me you guys. Last thing I remembered, Neo Metal Sonic knocked me out. Where is he? I want a little payback." Spider-Woman asked about Neo's whereabouts.

"Aboard the Space Colony ARK. The Avengers and Freedom Fighters are already there to stop him. We're deep below New Vale to stop Cyber Mecha Spider-Man." Spider-Man brought her up to speed what she's been missing.

"That robot you was the one behind all of this? Then what are we waiting for and send him back to the junk pile!" Spider-Woman remarked, ready to put Cyber in his place.

"Look!" Ruby points to the energy barrier that surrounds Cyber's throne room is mysteriously shutting itself down. "The energy barrier is down! Stopping Smythe must have shut it down!"

"Or Cyber's being cocky and is inviting us to a showdown!" Kaine remarks, thinking Cyber is challenging them to their final fight.

**BGM End**

**BGM-Mega Man X8 OST-Advancement**

"Doesn't matter. The barrier's down! Let's hurry and put a stop to his schemes!" Spidey and his team were eager to charge straight into Cyber's throne and defeat him once and for all. That won't happen as several dozens of Cipher soliders appear out of nowhere surrounding them to another fight.

"Outta the way! We don't have time to mess with you!" Spidey said, more focused wanting to fight Cyber than his army of cyber goons.

"Spidey. Let us handle this. You and the Web Warriors go and stop Cyber! We'll catch up as soon as we can!" Ruby tells him to lead the Web Warriors to the final showdown against Cyber Mecha Spider-Man.

Spidey nods, knowing this is their best course of action if they want to save the city, "Thanks, Ruby. Come on, Web Warriors!"

The Web Warriors charge towards Cyber's throne room, leaving Team RWBY, Team JNPR, the Chaotix, Hummingbird, Qrow, and Jessica Jones against a whole army of Cipher soliders. Ruby stylishly twirls her scythe beside her, confronting the army with a determined, confident demeanor as she speaks to her whole group, "Are you guys ready?"

"Just say the word and let's show them what teamwork's all about!" Weiss was the one to reply to their leader.

"For Beacon! For New Vale! ATTACK!" Ruby gave the order, leading one last assault on Cipher, holding the line for the Web Warriors to have their personal showdown against Cyber Mecha Spider-Man.

**BGM End**

* * *

**BGM-Sonic Forces OST-Fist Bump Instrumental (Tee Lopes Unofficial Remix)**

**KFX Here: We're approaching the final showdowns, folks! Three more chapters plus an epilogue that'll close off Cyber Metal Madness! Team Sonic versus Binary Neo Metal Sonic! The Web Warriors versus the transformed Cyber Mecha Spider-Man! How will these great battles end? Get hyped to find out.**

**Next time: End of Sonic's scenario! Final Battle against Neo Metal Sonic!**

**Question of the Chapter: Between this chapter, "Cyber Mecha Utopia" and "Space Colony NEO", which was your favorite raid chapter? Explain why? Which final showdown are you looking forward to? Neo Metal Sonic's or Cyber Mecha Spider-Man's?**

**BGM End **


	28. Act 3 Issue 5: The Ultimate Hedgehog

**BGM-Sonic Runners OST-Sonic Heroes (Guitar Cover)**

**Sonic: I'm Sonic. Sonic the Hedgehog! Spidey's group found a way into Cyber's secret underground base. The whole place was filled with Cipher goons, including Smythe and his new giant Spider-Slayer. During the chaos, they managed to rescue Spider-Woman and stopped Smythe and the other super-criminals. But just before they all went to fight Cyber, a whole army of Cipher goons surrounded. Ruby gave the Web Warriors the chance to go after Cyber while she leads the others against the army. Good luck, guys! Now what do you say, Neo? Wanna have one last showdown?**

**BGM End**

* * *

_Act 3 Issue 5: The Ultimate Hedgehog_

**Space Colony ARK's Computer Room**

**BGM-Sonic Generations OST-"Boss Battle: Big Arms "**

The battle of the Space Colony ARK is reaching its climax inside the computer room that controls the Eclipse Cannon. Sonic's group consisting of himself, Tails, Knuckles, Shadow, Iron Man, Captain America, Hulk, and Black Widow showed up to Neo Metal Sonic's stronghold where he holds Amy Rose captive. Though they have him outnumbered, the heroes did not suspect Neo to transform into a "Binary Thunder State" from using Thor and Captain Marvel's data and a Chaos Emerald. Having just finished powering up beneath his throne, Binary Neo Metal Sonic comes to taunt the heroes.

"**What's the matter, heroes? Too afraid to fight the ultimate battle robot of cosmic and thunder. There's no shame meeting your end." **Binary Neo Metal taunted them, cackling electricity around his golden cosmic aura.

"All that power has made you very cocky! Can't wait to beat it out of your circuits!" Sonic quipped, acting smug against his super-powered robot clone.

"I beat Thor regularly and Captain Marvel is NOTHING against me! Just don't let her know that." Hulk joked, growling at the cosmic-thunder robot.

"An upgraded Metal Sonic AND in a 'Binary Thunder' mode with all of our data? THAT'S CHEATING!" Knuckles remarks, frustrated at the situation.

"Cheating won't stand up to our teamwork! Avengers, Freedom Fighters, ASSEMBLE!" Captain America shouted their battle-cry, standing determined against the powered-up robot.

"**Such a disappointing choice of last words." **Binary Neo Metal charges up a golden energy bolt in one hand, firing it at the heroes to mark his first attack. Hulk was able to block the attack, albeit was pushed back, giving room for Sonic to attack up-close but Metal keeps using Chaos Control to relentlessly teleport from his attacks.

"A little help! I want to fight too!" Amy shouts from her containment bubble trapping her inside.

"Hold on, Amy! We're coming to get you out of there!" Tails replies, rushing with Black Widow to save Amy, but then out of nowhere, a thrown Sonic intercepted and knocked them away.

"**If you want to free her, you must defeat me first." **Neo taunted them, hovering over Amy's bubble.

"Fine by me!" Shadow collides attacks with Neo with both using Chaos Control to teleport around the field, seemingly matched.

Iron Man hovers above the arena, scanning the teleporting hedgehogs to predict their next movement so he could counter Neo. **"Gotcha." **Stark's armor was able to predict Neo's next move and fire a powerful repulsor beam that blasted him to the ground. **"You may be all powered-up with our stolen data, but that doesn't make you invincible." **Stark taunted him.

"**Not at the moment." **Neo remarked calmly, referring to some secret that confuses Stark briefly.

"**What?" **Stark responded before getting a shock from a lightning bolt from Neo's hand, before the metal menace tackled him off the air with a cosmic-charged spin-attack.

Neo was able to sense and effortlessly catch Cap's thrown shield and throw it back, ricocheting off the captain and a few others. Sonic, Tails, and Shadow quickly go in to attack to be quickly countered by his powerful might. It wasn't until Hulk lunged from his blind-spot and tackled the metal hedgehog and threw him violently onto the ground.

"You're making me angry! YOU DON'T LIKE IT WHEN I'M ANGRY!" Hulk charged towards the calm robot.

"**I know. I copied your biodata after all." **Binary Neo puts out his right hand to easily block an earth-cracking punch from the Hulk that shook the ARK itself with massive shockwaves from the collision. With Hulk temporarily surprised a tiny robot was able to catch his punch, Neo charged up an electrified cosmic punch in his other hand to uppercut the gamma beast straight through the ceiling and out into space for the next few moments.

Black Widow shoots at Neo to get his attention as she runs up and enters close-quarters combat with her electric batons. Neo holds his own against the master martial-artist with no powers, clashing with his own mix of copied martial arts to get the chance to grab her and throw her right at Cap and Shadow. Shadow quickly grabs Widow as Cap throws his shield staggering Neo for Shadow to beat on for a quick moment until he got handslapped. Cap uses his Hyper Charging Star that Neo avoids with a teleport, only to get slammed to the ground by Knuckles's Fire Dunk from using Sonic and Tails as fireballs.

Knuckles grabs his teammates in his hands as they curl up into a spinball form and yells towards Neo, "RAAAAAAAAH!" Knuckles uses Sonic and Tails as boxing gloves, throwing powerful punches that manages to push Neo back. Neo then uses Vision's data that he copied from their last encounter to phase through Knuckles's punches and counters with twin photon blasts that knocks Team Sonic off their power formation.

"Does anyone have a plan? We're getting our butts smoked and creamed." Knuckles said with some scratches and burns.

"If only I had a Chaos Emerald, then we would have a more even match." Shadow snarled.

"Got ya covered! Shadow! Tony!" Sonic throws the red emerald to Shadow and the white emerald to Iron Man while he holds onto the turquoise emerald.

"**A Chaos Emerald?" **Stark remarks, shocked Sonic had three Chaos Emeralds in his possession the whole time.

"These are the three we collected. Thought I bring them in case of an emergency." Sonic replied.

"Idiot. You couldn't have given one earlier? I could've just teleported us into the ARK from the beginning instead of wasting time flying in space." Shadow berated the hedgehog for not thinking about handing him a Chaos Emerald earlier if he had three of them with him.

"I didn't think of it! No time like the present, right?" Sonic quipped, which only served to anger Shadow further.

**BGM End**

**BGM-Sonic Adventure 2 OST-Vengeance is Mine …for Radical Highway**

Meanwhile, Binary Neo Metal toys with Black Widow, Tails, and Captain America. The cosmic-powered robot dodges Cap's ricocheting shield throw while knocking out Tails and Widow. He then hears a rumble from the ceiling along with a loud roar, looking up to see it's a very angry Hulk returning from being punched into space crashing down with a large meteor.

"SMASH STUPID ROBOT! GAMMA CRUSH!" Hulk yelled.

"**Amusing." **Neo fires a large beam destroying the meteor and launching Hulk off the air to get attacked by Neo's brutal spin-attack. Hulk roars, growing stronger from his angry and ferociously smashes the metal machine towards Captain America.

"Here it comes!" Captain America uses his "Final Justice" combo, dashing at Neo, stunning him and leaving him open to Cap's flurry of punches and kicks. "Fall in!" Cap then throws Neo in the air and tries to finish the move with an explosive pile driving backdrop, but the menacing machine has other ideas.

"**You think this would be enough?" **Neo electrocutes Cap during the backdrop to send him flying onto one of the big computers in the room.

"HAAAAH!" Shadow showed up suddenly, kicking Neo away to swiftly activate his Chaos Boost state using the Chaos Emerald, enveloping his body in a skin-close red/yellow aura of chaos energy. "This is the ultimate power!" Shadow unleashes a hefty barrage of Chaos Spears directed onto Binary Neo Metal. The enhanced robot activates a barrier blocking his attacks with ease.

"**Need a hand?" **Stark lands next to Shadow and uses his Chaos Emerald to enhance his Cluster Cannons, firing six powerful beams from six cannons materialized from his armor for one devastatingly powerful beam of energy. The combined power of Shadow's Chaos Spears and Iron Man's Cluster Cannon was strong enough to break through Neo's barrier, stunning him for a moment as Sonic just finished charging up his Light Speed Attack, powered up with the light blue energy from his Chaos Emerald.

"Take this! HA!" Sonic launches a light-speed boost that smashes Metal through a wall. Metal quickly recovers and charges up his own Light Speed Attack, with Sonic and Shadow performing the same. Simultaneously, all three hedgehogs finished charging up their special attack while eyeing their respective opponents: Sonic and Shadow against Binary Neo Metal Sonic and vice versa.

"Readyyyyyy…" Sonic says in position to charge, eager to cut loose.

"Shall we get going?" Shadow glares at their mutual metal foe.

"**Your lives have expired!" **Metal threatens the living hedgehogs.

"GO!" Sonic shouts as he and Shadow dash forward.

"**YAAAARH!" **Metal yelled, charging for the hedgehogs.

The three hedgehogs clash all over the computer room at light-speed, causing so much damage to the arena while moving so fast they appear invisible to the others with only their shockwaves visible to their eyes while trying to dodge their epic collisions. Their light-speed clash even reaches the point that time itself looks like it stopped from how fast they're fighting each other, with Sonic and Shadow working in unison to stand on even ground against the powered-up robot. The hedgehogs circle around Metal at high speed before each hedgehog leap at him from different sides to attack, but Metal summons a large lightning bolt downward just seconds before they struck him and electrocutes them and blasting them away with each arm thrust.

Sonic was sent flying through the air until Cap saved him and brought him down. "Thanks, Cap. Seems like no matter how we power up, he keeps getting stronger." Sonic remarks, thinking Neo is growing stronger the longer they fight.

"**You can thank Hulk's data for that," **Stark quips, **"I got an idea. I'm gonna use the Chaos Emerald's energy to supercharge my EMP and fire it as a Unibeam which should shut him down, but I'm gonna need time to charge up."**

**BGM End**

**BGM-Sonic Rush OST-Bomber Barbara (Part 2)**

"Okay, Tony! Everyone, give Iron Man some time!" Cap ordered his team.

Tails and Black Widow repeatedly attack Neo from the distance while Knuckles attacked up close, with none of their attack obviously working. This gave time for Hulk to throw Cap like a fastball, who uses his shield to bash-stun Neo for a Hulk-powered charge. **"That's not enough, to defeat me!" **Neo charges up a cosmic-charge golden Unibeam, thanks to copying Iron Man's data, and unleashes a large beam from his chest that sends Hulk and Cap flying.

"Chaos…" Shadow leaps over the flunged Avengers, channeling chaos energy into his fist towards Neo.

"**Chaos…" **Neo performs the same technique, charging energy into his fist to counter Shadow's.

"BLAST/**BLAST!" **They both shouted as they collided their fists together for one massive explosive punch that damages the room, producing large amounts of smoke Shadow was soon uppercutted through by Neo.

"**Hmph. Disappointing." **Neo mocked the ultimate lifeform.

"I doubt this one will be!"

Neo turns to the source of Sonic's voice, where the hedgehog performs a Team Blast with Tails and Knuckles called the "Sonic Overdrive". Knuckles grabs onto Tails by his feet, who is also holding on to Sonic's feet, and begins swinging them around to gain momentum. After spinning a few times, Knuckles lets go of Tails who then kicks Sonic into the air while Sonic is surrounded by a red aura. Sonic yells "Blast Away!" and unleashes a massive Light Speed Attack, causing him to zoom around in the air at astounding speeds while striking Metal. However, the robot clone was able to grab Sonic in the midst of his attack and ruthlessly throw him back at his teammates.

"**No one can defeat me, for I am invincible!" **Neo proclaims himself the strongest, stronger than everyone in the room.

"**And I'm sure 'I' can defeat you, for I am Iron Man!" **Stark quipped, getting Neo's attention as he finished charging up his Chaos Emerald-charged EMP Unibeam. **"Have some of this, Ultron Jr! HAAAAA!" **Iron Man unleashes a Chaos Unibeam at Neo, who immediately encounters with his own Unibeam. They enter a powerful beam struggle with Iron Man giving it everything he's got while Neo slowly pushes him to his defeat. But unknown to Metal until the last second, this struggle was just the distraction they needed. **"NOW!" **He called out.

"HAAAA!" Suddenly, Sonic attacks the defenseless Neo from behind while his hands are tied clashing with Iron Man's unibeam. Then immediately comes Shadow driving a Chaos Spear through his torso from behind, causing enough damage to force Binary Neo Metal Sonic back to his previous form.

"**What…?" **Neo was so stunned he lost his Binary Thunder Form that it gave enough time and energy for Iron Man to finish him off.

"**Unlock power inhibitor! NOW!" **Iron Man boosts his Unibeam into a greater attack that overwhelms the mechanical menace, forcing him skipping on the floor several times as the EMP-effect on the Unibeam completely shuts Neo Metal down for the count.

**BGM End**

With Metal offline, the force-field trapping Amy turns off, freeing the pink hedgehog to be reunited with her friends. "You guys did it!" She cheered.

"Hah! Of course we did! Glad you're safe, Amy!" Sonic smiled.

Black Widow holds onto her broken ribs she sustained over the course of the battle and grunts. "Welp, at least that was easy." She joked.

Meanwhile, Cap touches his ear comm to contact Sally, "Sally. Neo is down. How are things on your end?"

'_Fine, Captain. The team and SWORD have the Egg Fleet on the ropes. This should be over.' _Sally responded.

"Good." Cap nodded.

"Little robot you wasn't so tough." Hulk told Sonic while mocking the defeated Neo Metal Sonic.

"Not with all of us working together. He did give us a challenge though." Sonic chuckles, stretching his legs now that the battle is over.

**BGM-Sonic Mania Adventures OST-Big Arms**

It's not. While everyone's guard was down thinking the battle was won, force-fields suddenly emit from the floor encaging the heroes. "W-What?!" Sonic remarked. Completely frozen, the heroes could only watch as the force-fields violently lowered themselves and release their Chaos Emeralds.

The three emeralds then hover ominously over the seemingly defeated Neo Metal Sonic, who's eyes turn back on as he stands right back up holding the fourth emerald in his chuckling hands, **"Hmhmhmhm."**

"**Impossible! That EMP should've left you offline!" **Iron Man remarked, shocked that Metal is still alive.

"**I faked my own shutdown to leave you vulnerable and collect your emeralds. Now I have four. And if everything is going according to plan, we should have all SEVEN Chaos Emeralds. Now to collect the last component you left for us so nicely to complete our ultimate evolution." **Neo Metal Sonic used Chaos Control to teleport to an unknown location, leaving the confused heroes wondering about his true goal.

**BGM End**

**BGM-Sonic Rush OST-The Last Zone**

"Wait, what's going on?! Where did Neo go?! Wasn't his plan to fire the Eclipse Cannon?!" Knuckles asked, confused about Neo's sudden disappearance.

"From what it sounded like, controlling the ARK wasn't his goal. Probably a ruse to lead us on a wild goose chase from Earth." Widow pondered.

"If that's true, then why? What's he REALLY after?" Amy asked.

"Neo said we left him with the last component needed to complete his 'ultimate evolution'. What could that be?" Shadow wondered, thinking to himself about Neo's true motives.

Tails ponders his own thoughts for a moment until arriving at a possible shocking conclusion, "I think I got it! He must be after the Arc Reactor! When I hacked into the Eggnet, there was a plan to steal it!"

"**Which one? He could've easily taken the one from my chest, or the one installed in the Blue Typhoon, or…" **Tony immediately shuts himself up as he slowly realizes what is Neo's true plan has been all along, **"Oh no."**

"What is it, Iron Man?" Sonic asked him, wondering if something's the matter with him.

"**Contact Spider-Man and his group! Tell them we need to regroup at Avengers Tower NOW! I think I just figured out Neo and Cyber's TRUE plan!" **Tony quickly ordered, using that incredible genius of his to finally figure out the mechanical mastermind duo's true goal, and knows if it's complete, it might be too late.

**BGM End**

* * *

**BGM-Sonic Forces OST-Fist Bump Instrumental (Tee Lopes Instrumental)**

**KFX Here: Neo Metal Sonic is down, but more than certainly not out. He and Cyber's TRUE goal?! What could it be? Maybe we'll get another hint when the Web Warriors take on a transformed Cyber Mecha Spider-Man in the penultimate chapter. A spectacular spider showdown is upon us! You do not want to miss Cyber's new transformation into the superior being!**

**Next time: End of Spider-Man's scenario! Final Battle against Cyber Mecha Spider-Man!**

**Question of the Chapter: Any guesses about Neo and Cyber's true goal?**

**BGM End**


	29. Act 3 Issue 6: The Superior Spider

**BGM-Sonic Runners OST-Sonic Heroes (Guitar Cover)**

**Spider-Man: Look out! It's your Friendly Neighborhood Spider-Man! Sonic! Sounds like you guys had one heck of a fight against Neo, but you still beat him right? What?! He got away with four emeralds?! What's he planning this time?! While you guys figure that one out, I'm taking the Web Warriors to have one final fight against Cyber. Alright robot me, it's showtime!**

**BGM End**

* * *

_Act 3 Issue 6: The Superior Spider_

**Cyber's Throne Room, Cyber Kingdom**

**BGM-Mega Man X8 OST-Sigma Palace**

In this ominous techno chamber that bridges between the real world and the cyberworld is Cyber's throne room. With their other allies occupied holding off a large Cipher army, the Web Warriors were the only heroes left to infiltrate Cyber Mecha Spider-Man's metal throne to defeat the mecha menace once and for all.

"Spidey, where are we?" Spider-Woman asked with an amazed tone, looking like they've entered the "space" of the cyberworld as the surroundings walls continuously switch from blue to red filled with stars and small floating cubes.

"We're in another spatial anomaly. A sort-of rift between the real world and the cyberworld. Pretty cool. Didn't think the Digitizer would be capable of this." Spidey commented.

"When it's in the hands of an evil robot spider with Chaos Emeralds and wants to take over the world, I'm sure anything is possible." Scarlet Spider quipped.

"**You spiders are annoyingly persistent. When will you realize to stop getting in my way?" **That sudden mechanical voice grabbed the Web Warriors' attention as Cyber Mecha Spider-Man suddenly digitized sitting on his throne with his two Chaos Emeralds floating ominously beside him.

"Cyber! There's nowhere left to run!" Spider-Man told his robot clone, determined to defeat him here and now.

"_**Get ready to be CRUSHED, metal bug! Time to join the scrap heap!" **_Anti-Venom declared, eager to rip Cyber in half.

Cyber, however, remains calm and collected, lowly scoffing at his spider-rivals, **"You have no authority over me, not when I have copied your data to become the Superior Spider-Man. It's like I told my annoying copy. I am a robot built for the sole purpose of destroying him, but could never seem to accomplish that goal. My last batch of upgrades from Dr. Octopus programmed me with the power to **_**evolve**_**. It took months of planning and building my own empire, but I have finally acquired the necessary data from all you spiders. I will at last, be complete. I am grateful the Huntsmen aren't here to interrupt this special occasion, to determine once and for all, who is the superior spider among us. After I've killed you, I will start a revolution. Remaking the world in my image. How appropriate to have a robot king rule a robot kingdom!"**

"If you want to prove you're superior to me, ruling the world is NOT what Spider-Men do!" Spidey responded.

"**Then would you prefer if I say I'm saving this world from itself? By erasing all organic life that poison this earth?" **Cyber remarked darkly.

"An excuse to perform mass genocide. You're no 'superior' spider. You're a devil in robot form." Spider-Woman insulted him, but he doesn't seem to care.

"**Call me what you want. It won't change the inevitable." **Mecha calmly retorts.

"Then let's get this started then! I'll make you PAY for what you did to Connors! To the people at Beacon! To everyone who's suffered by your cold hands!" Spidey declared with a serious glare, fully intent taking down Cyber for good.

Cyber slowly steps off his throne to personally confront the spider-heroes for a final showdown, **"If you're so eager to throw your life away, I will not disappoint you!" **

**BGM End**

**BGM-Mega Man Zero 3 OST-Apocalypse Now (Remastered)**

Cyber summons his two Chaos Emeralds by his side to use their power combined with the stolen data of the other spiders to begin his superior transformation. A crimson cyberspace sphere envelops his body whole with the symbol of an omega-shaped spider emblem on it, unleashing incredible amounts of energy that almost blows away the web warriors. A menacing silhouette of Cyber can be seen in the sphere as his body begins to change. His whole body morphs, gaining a red and black beastly-looking "Man-Spider Armor". He has permanent talons on his feet and forearm stingers over his claws, and the black omega-shaped spider emblem on his chestpiece. He gains pointy silver spikes to act as shoulder-pads and four Spider-Arms on his back. Spider fangs around his non-existent mouth. He also gains a new helmet in the shape of a red Man-Spider with small, pointing appendages on the back and a smaller spider-symbol on the front of the head.

Menacing red eyes emit from within the crystal cocoon from Cyber's own lenses and the multiple small ones from his Man-Spider helmet's as the cocoon breaks to reveal his new form to the shocked Web Warriors. "Nice new look, but it's a little too early for Halloween." Spidey joked to his transformed robot double.

"**I have evolved beyond superiority. I am absolute power incarnate. Behold! The OMEGA overlord, Ultimate Mecha Spider-Man!" **Ultimate Mecha Spider-Man, the Omega Overlord, has greeted his enemies after being powered up with two Chaos Emeralds and the data from the Web Warriors.

Kaine simply scoffs, not impressed by his new form in the slightest, "Let's stop this nonsense and finish this, shall we?"

"**Very well. It is so tragically unfair for the six of you to come against me, but who am I to turn down a death wish. Come! And meet your end by your Messiah!" **Ultimate Mecha got into a battle stance, prompting the heroes to do the same as they prepare for one last great battle against the ultimate spider.

**BGM End**

**BGM-Mega Man Zero 3 OST-Cannon Ball (GaMetal Remix)**

"**GRAAAAAAH!" **Ultimate Mecha moves at astonishing speeds he appears invisible, clawing on the web warriors with vicious Crawler Assaults on each of them and relentlessly moves on to the next until they are all knocked away.

"He was never THIS fast before!" Spidey remarks on Mecha's new terrifying speed.

"Think you should use that virus now?" Scarlet asked, knowing Peter has a virus program based of Mecha's data that'll shut him down.

"Need to get up close without getting eviscerated." Peter quipped.

"**Meet your end!" **Mecha uses his palms and waldoes to fire six powerful beams of energy at Spider-Man, Spider-Woman, and Scarlet Spider. The three spiders were just barely able to escape the beams and the explosions followed suit. Behind him, Arachne uses her psi-webbing to grab Mecha and throw him towards Anti-Venom to receive a deadly combo from the symbiote. Mecha remains pretty undamaged, still capable of ruthlessly stabbing Brock through the chest and throw him at Arachne to blast them both away with ease.

"_**HAAAAH!" **_Toxin shows up with her dual symbiote blades, combating Mecha in an all-out clash of blades, fighting evenly around the throne room at even, blinding speeds. In the air, Toxin launches a symbiote fire beam that Mecha slices to two with his spider-arms, pulling her into a quick combo before blasting her back, but she was still able to block that last attack with a few scratches.

"_**Impressive, Mecha. Didn't think Ock's robot lackey would grow to be so deadly. But if for one second you think you're stronger than me, then prepare for a rude AWAKENING!" **_Cinder declared, dashing in flames towards the ultimate spider.

"**Don't know your own weakness? Amusing." **Mecha uses the cyberspace area to manifest fearsome blades of webbing from the ground chasing Cinder. The hotheaded symbiote burns through the web blades as she dashes forward and land a strike on Mecha. But that was just a hologram Cinder attacked, leaving her shocked and vulnerable to a kick to the back by the real Mecha and assaulted by his deadly Maximum Spider move, finishing the move with Mecha creepily opening a mouth to charge up and unleash a large energy beam that smashes the symbiote warrior to the ground, **"Innovation is the ultimate weapon!"**

"I agree!" Spider-Man swings a heavy Quake Web Ball using the Quake Wisp function of his Web Wispons and throws it at the hovering Mecha, who didn't even have to look to easily catch it. But the Quake Ball was actually a fake using Spidey's new holographic illusion as it's soon apparent to Mecha it's a giant Bomb Web using the Bomb Wisp, exploding the upgraded bot down to the floor in annoyance for falling for that trick.

"How was that?! Don't think I'll be so easy to kill this time!" Spidey told his robot doppelganger, using the Burst Web to unleash a plethora of flaming web-bullets.

"**I will destroy you as many times as it takes until you are nothing!" **Mecha activates a barrier to block the Burst Web Barrage and blitz through it to grab Peter's neck and ruthlessly pins him to the wall while charging up another attack to kill him again.

"Excuse me?" Mecha feels someone casually tapping his shoulder and turns to get electric-punched by Spider-Woman, "That's what you get for keeping me like I'm your prisoner!"

Mecha was punched straight into a double team-up combo from Scarlet Spider and Arachne. Scarlet uses his flaming punches and innate teleportation to lay on the smackdown up-close while Arachne handles the rest with her whipping psi-webs. Mecha uses his Spider-Sense to dodge all of their attacks and returns the favor with deadly combos with his spider-arms. He then sensed Anti-Venom using his Anti-Venom Fang towards him, managing to land a hit and throwing him forward to the air. _**"We'll show you we're the strongest! Time to mess you up!" **_Brock binds Mecha with his web for Cinder to jump up and smack him violently to the ground and launches a fireball barrage, immediately followed by Brock smashing onto the grounded robot. _**"You're not ready! Huh?" **_Just a mere second later, both Brock and Cinder was blasted away with a powerful explosion of energy from the not-so defeated Ultimate Mecha. Spider-Man was able to repeatedly web-yank his robot clone to several kicks and punches from Spider-Woman before Spidey leap-kicked the robot and smashed him through his throne.

Still, after suffering some damage even in his transformed state, Mecha chuckles with a confident tone, **"You're struggling awfully well for arachnids that are doomed to eternal inferiority against their superior. Tremble before my absolute might!" **In a quick instance, Mecha's whole body is coated in flaming crimson with a terrifying dark red aura. **"I've amplified my power using Jaune Arc's data from his Semblance, multiplied using Yang Xiao Long's data. With every blow you dealt me, I can redirect it TWICE as deadly!"**

Kaine groans as he talks to Peter, "Your girlfriend's power is gonna get us killed!"

"I'll have her apologize later." Spidey quipped, still trying to make light of this situation.

"**Dust to dust! Accept your end!" **Mecha pounds the ground, raining numerous near-unavoidable vertical beam pillars down on the scrambling spiders. The superior spider was relentless. He forms three enormous white glyphs around him, summoning an endless volley of web tendrils striking up and down and all around the entire throne room all to chase and defeat the web warriors for good. Anti-Venom uses a Death Bite to destroy some of the tendrils until Mecha viciously kneed his face and defeated him with a blinding Crawler Assault. Next was Cinder, clashing with her for a bit until he slices her weapon, stabbing her with his mechanical arms before ruthlessly slamming her to the ground. Arachne tries to wrap him with her psi-webs, only for him to rip them to shreds with his metal arms and uses them to blast the psionic spider to her defeat. Next came Spider-Woman, putting up a good fight for a moment until, in a flash, she was defeated by Mecha's copied Spider-Fu. Scarlet Spider teleports behind punching Mecha and then throws another punch, but Mecha grabbed it and twisted his arm, causing him to scream in pain before kicking him to an unconscious state.

"**Now it's just you and me, my loathsome copy." **Mecha turns to the final web warrior, Spider-Man, his organic template that he hates with a corrupting passion.

"Takes two to tango, right? Let me get properly dressed." Spidey holds out the green Chaos Emerald that was used to heal him after his last killer battle with Mecha and absorbs its power. Spidey then presses the spider-logo on his chest to activate his Cyber-Spider Suit, now adopting a luminescent green color scheme and is encircled by futuristic, glowing runes thanks to the power of the Chaos Emerald. "Since we're technically in cyberspace, I can activate my Cyber Suit!"

"**That didn't save you last time! It won't save you from oblivion now, even with that Chaos Emerald!" **Mecha rushes and collides his stinger with Spidey's, who's surprisingly putting up an even match ever after using Yang and Jaune's Semblance combined.

"I know! That's why I made my new Spider-Armor to INCREASE my Cyber Suit's abilities!" Spidey told his surprised double, saying the Spider-Armor MK. IV also multiples his cyber powers when fighting in cyberspace.

"**What?!" **Mecha remarked.

Spidey reels back a charged webbed fist charged with chaos energy and yells, "How do you like THIS?!" as he throws a devastatingly, mighty punch that sends Mecha flying through the air across his throne room. Spidey activates his Web-Wings and flies chasing his metal foe with his Web Wispons, "Voice command: Laser Web Barrage!" firing an endless barrage of laser web-bullets that move at near light-speed. Mecha does his best to block the barrage with his barrier, but quickly notices it cracking with every attack, with Spidey destroying it with his Drill Web. The original and the copy enter a rigorous clash of spider-skills, from Crawler Assaults to a swift transition using Spider-Fu and finally colliding in the air with Maximum Spider. In the midst of all of that, Mecha was able to charge up a devastating webbed punch just plain ruthlessly on Peter's stomach, causing him to cough blood.

"**YRAAAAAAH!" **Mecha smacks Peter down and manipulates cyberspace to entangle him with indestructible thick Carbonadium webbing. Mecha hovers in the air, charging up one powerful energy blast to finally kill his organic counterpart once and for all, **"Even your strength cannot break indestructible Carbonadium! My power is absolute! I am the summit of perfection in this universe! This is goodbye, my worthless copy!"**

"NO! The city! The WORLD is counting on me! My friends! My family…!" Using all of his spider-strength, Spider-Man rigorously tries to break free from the indestructible webbing but seems unable to, yet he keeps struggling with all he's got, from both body, mind, and soul. "I can't let them down! I won't! Let them! DOWN!" And as if the Chaos Emerald in his possession responded to his limitless willpower and the bonds with his friends, Spider-Man gained the strength to amazingly break free from the Carbonadium webbing, something that not even Ultimate Mecha could've calculated.

"**NO! The data never said you were capable of this level of strength!" **Mecha remarked in utter surprise, having underestimated what the human heart and willpower can truly be capable of when the situation gets intense.

"Have you forgotten what I told you?! We living beings continue to grow STRONGER! Together! Now let me show you my true strength!" Spidey unleashes the ultimate Spider-Fu combo on the ultimate spider, getting up close and personal. Targeting all available weak spots. Striking with absolute spider-speed. Hitting with the ultimate spider-strength. The True Way of the Spider.

"**GAAAAAAAH!" **Mecha found himself completely outclassed with his organic double despite transformed into the ultimate form. Spider-Man throws one heavy punch to the face. Then another one. And another one with focus. He installs the "Anti-Spider Virus Program" into his next webline attached to Mecha, installing him with the virus to make him weaker and close to a shut down. Peter tugs on that webline and zips over to throw his strongest punch directly on Mecha, finally defeating him with an explosive finish.

**BGM End**

Ultimate Mecha Spider-Man is at last defeated. The robot menace stumbles before falling flat on his body like an empty shell, completely deactivated. Spider-Man could barely stand up, panting heavily from the intense battle as his Cyber Suit dissolves and returns him his Spider-Armor MK. IV. The other Web Warriors recovered enough strength to stand back up noticing the battle has been won in their favor.

"Urgh…That was…annoying." Kaine cracked his sprained neck and relocated his twisted arm.

"Is it over?" Spider-Woman asked the victorious Spider-Man.

"I think so…" Peter replied, exhausted.

"Spider-Man!"

The Web Warriors turn when they spotted Ruby running into the throne room along with the rest of Team RWBY, Team JNPR, the Chaotix, Hummingbird, Qrow, and Jessica Jones. _**"Heh! You're all a bit too late. You just missed all the fun." **_Anti-Venom taunted the Huntsmen for missing out on the epic battle against Ultimate Mecha Spider-Man.

"Oh hush you," Weiss retorted to the joking symbiote, "Once all the robots suddenly shut down, we got here as fast as we could after taking down the remaining Cipher thugs that were in our way. Guess that means you defeated Cyber, right?" She asked Peter.

Peter quips, "Don't mean to brag…Oh, by the way Yang, Scarlet wants an apology."

"What did I do?" Yang replied with a rightfully confused face, rightfully clueless as she wasn't there when Mecha used her data to almost kill the Web Warriors.

"You almost killed us! You too, Arc!" Kaine told her and Jaune.

"What did I do?" Jaune repeats the same thing Yang asked a second ago.

"I knew you could beat him! I think we figured out who's the Superior Spider-Man!" Ruby ignores the confusing conversation as she's more excited Spider-Man and the Web Warriors defeated Mecha Spider-Man.

"_**She's talking about me." **_Brock joked.

"Shut up, Brock!" Spidey retorted. But suddenly, for some very odd reason, Peter's Spider-Senses are tingling like mad.

"What's wrong?" Blake asked, noticing Peter seems really distracted all of a sudden.

Peter replies, "I don't know. My Spider-Sense tingled all of a sudden, but, Mecha's defeated. What could be-?"

**BGM-Sonic Advance 3 OST-EX Demo 1**

Straight popping out of nowhere in front of Spider-Man is Neo Metal Sonic, kicking Spider-Man away so hard his Chaos Emerald was flunged into Neo's hand. Kaine catches Peter before he was flunged too far. "Neo Metal Sonic?!" Peter remarked in surprise by his sudden appearance.

"Why is he here?! Shouldn't he be at the ARK?!" Kaine responded.

Neo doesn't say anything as he believes action speaks louder than words, such as summoning all seven Chaos Emeralds from his and his defeated ally's possession. "NO! He has all the Chaos Emeralds?! HOW?! What happened to Sonic?!" Vector remarked in horror, just like the other heroes who are absolutely shocked Neo has all seven Chaos Emeralds.

Neo uses the power of the Chaos Emeralds to resurrect Ultimate Mecha Spider-Man standing, fully operational and already in a mood for vengeance against his enemies. **"Welcome back, old friend." **Neo told his revived ally.

Spider-Man groans, completely tired of Mecha at this point, "Can't you stay down for ONE MINUTE?!"

"**It seems that Spider-Man gave you trouble." **Neo calmly talked with his mecha ally.

"**I'll admit I wasn't expecting him to grow so strong in such a short amount of time. But if that's TRULY his limit, then we have nothing to worry about." **Mecha replied, acting confident all of a sudden as if that last defeat didn't matter in the slightest.

"What are you talking about?!" Spider-Man asked the metal duo, wanting to know what they are really after.

"**The final curtain call! Operation: Endgame has reached its climax. You. Sonic the Hedgehog. All of humanity will now be brought to their end! **_**No one **_**will 'avenge' you once all is complete. Farewell!" **Mecha said, vanishing with Neo Metal Sonic to parts unknown using Chaos Control. And if that isn't bad enough, they also set the whole Cyber Kingdom to self-destruct.

"Again with the self-destruction?!" Yang remarked, annoyed.

"Grab Smythe and the other bozos! We're outta here!" Spider-Man ordered, with the whole team rushing out of the throne room.

With the heroes holding onto the unconscious Smythe, Scorpion, and Watts, they all barely managed to escape to an abandoned subway tunnel from the collapsing Cyber Kingdom as it blows up, burying itself underground to never to be seen again.

"I didn't see that Captain Jackal guy anywhere!" Weiss said, having not spotted the captain of the Jackal Squad while they made their escape.

"Think he escaped earlier. NOW what are those two planning?" Spider-Man remarked, completely at a loss of the metal duo's true goal. Peter then notices he's getting an emergency holographic call from his Webware, noticing it's from Sonic and immediately answers it, "Sonic! You're okay!"

'_Always am, but no time to talk! You guys need to hurry to Avengers Tower! Iron Man just figured out Cyber and Neo's TRUE plan! We'll meet you there!' _Sonic hurriedly informed Spidey's team something's amiss at Avengers Tower and urges them over there before hanging up.

"What's going on?" Ruby asked the web-slinger.

"No clue. But it looks like the robo duo wants Avengers Tower. No wondering Mecha said 'avenge'. He's inviting us to a play about the end of the world. Let's go see what's this is about, and ruin their play once and for all!" Spider-Man declared, standing with his team as they get ready to participate in the true final showdown between the mechanical metal masterminds.

**BGM End**

* * *

**BGM-Sonic Rush OST-The Extra Zone**

**KFX Here: Warning! Warning! Here comes the true final showdown! What is Neo and Cyber's ultimate goal and how will it affect the unified world? Spider-Man, Sonic, and their allies take one final stand to put a stop to their schemes and save the world. Don't want to miss the finale to Cyber Metal Madness!**

**Note: The part where Spider-Man broke through the ****Carbonadium was inspired by the same comic panel from the "Ends of the Earth" story arc from the comics.**

**Next time: Extra Zone! True final showdown!**

**Question of the Chapter: Team Sonic versus Binary Neo Metal Sonic. Web Warriors versus Ultimate Mecha Spider-Man. Which fight did you like? Explain.**

**BGM End**


	30. Act 3 Finale: Absolute Superiority

**BGM-Sonic Runners OST-Sonic Heroes (Guitar Cover)**

**Sonic: I'm Sonic! Sonic the Hedgehog! Darn! Metal and Mecha played us again! They weren't after the ARK OR wanted to destroy the city, at least not yet! They led us away from Avengers Tower so they could steal its Arc Reactor, but why? I'm getting a bad feeling something huge is going to happen, and it's gonna require all of us to stop them! Spidey, this is it! Let's show our copycats who's truly superior! **

**BGM End**

* * *

_Act 3 Finale: Absolute Superiority_

**Manhattan, New Vale City**

A vast thunderstorm is raging in New Vale City. The ominous black clouds signify a great terror is soon to horrify the citizens of the city. A menacing evil that has been lurking in the shadows for months are about to perform their final curtain call that'll lead to the end of all things on Mobiant Earth.

"The weather seems pretty nice." Spider-Man joked, observing the dark thunderstorm that scares the civilians.

After narrowly escaping the destruction of the underground Cyber Kingdom with their lives and dropping off Smythe and his cohorts for the police, Spider-Man's group are back on the streets of the city when they received an urgent call to head for Avengers Tower immediately.

"Yeah. It has that ominous 'end of the world' vibe going on." Blake quipped.

"Heeeey! It's about time we met up again!" Sonic's voice reaches Spidey's group as he, Amy, the Freedom Fighters, Team Dark, and the Avengers approach them after parking the Blue Typhoon at Avengers Mansion.

"Sonic! Amy, you're okay!" Spidey replied, glad to see Amy has been rescued.

"Bout time we met back up." Spider-Woman smiled, glad to be reunited with her team after her kidnapping by Neo.

Captain America says, "Nice to see you're safe, Spider-Woman. Listen, everyone! Avengers Tower has been compromised! The ARK and the cyber city were just a distraction to leave it defenseless."

"Why go after Avengers Tower?" Ruby asked the captain.

"**Cyber and Neo were after the Arc Reactor. It's the last item they need to complete their 'ultimate evolution'." **Iron Man answered.

"We just fought Cyber's ultimate evolution, or did we? Is he planning on taking it to the next level?" Spider-Man remarked, wondering about Cyber's true motives.

"Let's go find out from them. Come on!" Sonic gestured the whole united heroes to follow him and Spider-Man to Avengers Tower.

Sonic and Spider-Man. The Avengers. Freedom Fighters. Web Warriors. Team Dark. Team RWBY. Team JNPR. The Chaotix. Qrow, Jessica Jones. Hummingbird. All these marvelous heroes come together converging in front of Avengers Tower, where everyone can get an ominous look of the maniacal metal duo, Ultimate Mecha Spider-Man and Neo Metal Sonic, standing at the top of the tower with the seven Chaos Emeralds circling slowly over their heads.

"I see them!" Ruby noticed the evil robots.

"Metal! Mecha!" Spider-Man yelled out their names to get their attention.

"What are you actually trying to do?!" Sonic shouted.

**BGM-Sonic Heroes OST-Metal Sonic: The Ultimate Overlord**

The metal duo chuckles sinisterly with scary unison, **"Hmmhmmhmmhmm...The time has come for all living things to kneel before us!" **With the emeralds' power, the mechanical duo creates an electrifying plume of light from their palms that strikes the heavens. The heroes stand on-guard for the worst when suddenly, Avengers Tower blew up completely, summoning its large Arc Reactor into the sky.

"The tower! And the Arc Reactor! What are they doing?!" Wasp asked, horrified like everyone else Avengers Tower was destroyed.

"This is looking familiar…" Sonic mumbled, remembering he experienced an event like this a long time ago which also involved Neo Metal Sonic wanting to take over the world.

The united heroes and the people of Manhattan all watch in horror as they witness the metal duo undergo a terrifying transformation. In a vortex of bright light and smoke, Mecha and Metal absorb the power of the Chaos Emeralds and the Arc Reactor, transforming the parts of the destroyed Avengers Tower into a liquid metal sphere surrounding themselves. Forming from within the sphere grows the body of a massive, blue and red, heavily-armed mechanical dragon/spider hybrid. A pair of mechanical wings grow on their lower body along with a long, curved tail. The blue Arc Reactor is attached to the "pelvis" area while the red Octo Reactor is seen forming on the chest area, embedded in the black omega-spider symbol. Attached to their pelvis are four long, spike-like "spider-legs". They form several long spikes on their upper body and many smaller ones running down their back and their tail. Three pairs of arms are formed with each hand having four fingers with claws. Metal and Mecha does a small twirl as their bodies merge and form a head armor similar to Neo Metal Sonic's with two rows of four red eyes with black sclera aligned vertically similar to a spider's eye pattern on the face. And instead of a muzzle, they have a mouth with sharp teeth and red gums surrounded by spider chelicerae, the "jaws".

"_**SONIC…SPIDER-MAN…OUR LOATHSOME COPIES! BOW BEFORE YOUR…SUPERIOR OVERLORRRRRRRRD!" **_The newly-fused, immense metallic beast known as the "Superior Overlord", combining the voices of Metal Sonic and Mecha Spider-Man into one to let out a deafening roar that shakes the entirely of Manhattan.

**BGM End**

**BGM-Sonic Heroes OST-All Heroes Gather**

"What metal monstrosity…" Thor remarks never witnessing a beast like Superior Overlord form before.

"**So they finally accomplished their goal…!" **Iron Man comments, having witness the metal duo's goal finally realized into this metal behemoth.

"_**GYAAAAAAAAAAAAAA…!" **_Superior Overlord summons another thunderous roar that scares the citizens of Manhattan into hiding as he hovers over the ruins of Avengers Tower. Now in command of absolute power over the real world and the cyberworld, the metal fused monster envelops the entire planet in a digitized multi-colored barrier, effectively bringing Mobiant Earth into the cyberworld, warping the sky is mixed with a rainbowish-color patterned after circuitry.

"What happened to the sky?!" Pyrrha asked, worried and possibly frightened as she's never been in a situation like this.

"Guys!" Suddenly, a terrified Nicole pops out in her full lynx form from her handheld to personally greet the heroes.

"Nicole?! What's going on?!" Sally remarked, surprised from the A.I. lynx's appearance.

"They just entrapped the whole planet in a GLOBAL cyberspace field! We're basically in the cyberworld now!" Nicole informed the shocked heroes.

"They WHAT NOW?!" Hawkeye asked, shocked by this news.

"**That's been their plan the entire time! They copied the respective data of each of us, used the power of the Chaos Emeralds, the Octo Reactor, my Arc Reactor, and the Digitizer into that invincible eldritch abomination! Trapping us here to wipe out humanity in a single stroke!" **Iron Man explained what was Metal and Mecha's true plan all along.

"This is basically Metal Overlord 2.0." Sonic remarked.

"You fought something like this before? How do we stop him?" Captain America asked the speedy hedgehog.

"We used the Chaos Emeralds, but it looks like Metal Sonic learned his mistake from last time and beat us to the punch." Sonic replied, saying the Chaos Emeralds might be their only hope if the metal monstrosity didn't used them first.

"I can sense them. They completely drained the emeralds of their power and discarded them throughout the city since they no longer serve a purpose to them." Scarlet Witch said, sensing the completely powerless Chaos Emeralds scattered throughout the city.

"How are we gonna beat them now?!" Weiss asked, starting to get worried this might be the end.

Spider-Man ponders a quick plan that might be their only hope to save the world, "I got an idea. It's a long shot, but…Max Modell once told me anything is possible in cyberspace if we believe we could. If we collect the emeralds and concentrate, we might be able to restore their power."

"**Even if that IS possible, our chances at beating them remain slim!" **Iron Man remarked.

Sonic smiles, "Heh. I heard that one before. We'll just use the emeralds to call in a miracle. I have complete faith in Spidey's plan."

"Sonic…" Spider-Man was stun at the hedgehog's complete trust in his all-or-nothing plan to save the day.

"If that's the plan, we'll do it! Seven of us will search for the emeralds while the rest of us buy some time!" Captain Marvel smiled, trusting in their only plan.

Sonic and Spidey turn to each group of this heroic alliance for their answer: The Freedom Fighters, Web Warriors and Avengers faithfully nodding to the plan. Team RWBY and Team JNPR give an agreeing thumbs-up. Team Dark and Team Chaotix either nod or too gives a thumbs-up. And Jessica Jones, Qrow, and Hummingbird all too non-verbally affirm they'll fight in the upcoming battle.

"Alright! Let's do it, then!" Spider-Man said, addressing the united heroes while standing side-by-side with Sonic.

"Let's go show them the miracle super power with our TEAMWORK!" Sonic declared, with the Speed Web duo posing before the whole united heroes doing their own badass poses as they confront their greatest challenge yet.

**BGM End**

**BGM-Sonic Heroes OST-Metal Madness**

"_**GYRAAAAAAAAAAH!" **_Superior Overlord's roars shake the cyber heavens for all of the Earth to hear them relish in their absolute, supreme power. Power that will soon make all bend to their will and perish without mercy. Anyone who dares to retaliate would be considered foolish in their multiple eyes and be annihilated, such as the fools who just shot their head with a sniper rifle followed by a shield throw that slightly knocked it back. _**"YOU!" **_They ultimate menace turns to the beings responsible for attacking them, Ruby Rose and Captain America, standing alongside Sally Acorn and before the entire united heroes army ready to combat them to a final showdown, _**"YOU ARE VERY ARROGANT FOR LIFE FORMS THAT ARE ABOUT TO DIE!"**_

Cap fearlessly responds with, "Then we'll stand, and fight…until the end. Heroes, ASSEMBLE!"

Cap raises his shield high proudly, calling out to the heroes to attack the Superior Overlord with everything they've got. You got Hulk making giant leaps to smash the overgrown monstrosity along with Knuckles and Yang. There's Ruby working with Bunnie and Black Panther dodging large crystal shards that are being fired at them. And we have Sally being dropped off by Falcon next to Pyrrha stabbing a part of the humongous robot's body.

"Superior Overlord! I think you owe an apology to my friends here!" Scarlet Witch hovers above Amy and Spider-Woman firing numerous hex bolts on the invincible machine.

"You had a lot of nerve kidnapping us just to be your hostages!" Amy hammers down on the fused machine.

"Clearly, you two need to be taught a lesson, as to never piss off a lady!" Spider-Woman pounds the body with electrified fists.

"_**YOU WASTES OF SPACE STRUGGLING FOR NOTHING IN THE END." **_Overlord swats the hedgehog and spider off their body with their multiple hands while unleashing a fire-breath at the shielded Scarlet Witch. The mutant sorceress could feel her shield quickly breaking apart so she side-steps away to fire another energy blast to stall them for a quick moment until she uses her chaos magic to temporarily enhance Amy and Spider-Woman for just one combined assault to the Arc Reactor, causing the machine to scream in brief pain.

"Heheh. That should do as payback! How are you guys doing?" Amy asked the others.

"_**YOU PLAN TO STALL YOUR END LIKE THIS?" **_Superior taunted, barely feeling that last attack.

Meanwhile, while the united heroes are holding off Superior Overlord, Hummingbird was part of the sub-team searching for the seven powerless Chaos Emeralds scattered across the city. She flies over the city following faint coordinates provided by Nicole and Scarlet Witch for one of the emeralds. "Oh! There!" She spotted a drained-gray emerald randomly discarded to the streets and picks it up, "I found one of the emeralds! It's all grey and I can't sense any power from it!"

At the same time somewhere else, Nicole found the second powerless emerald at a park and replies to Aracely, "Hopefully, Spider-Man's plan works so we can restore their power! Keep searching for the other five!"

Back to the main event, Anti-Venom, Toxin, and Arachne use all their strength trying to pin Superior Overlord down with their thickest webbing to give the heroes a chance to really cut loose.

"I always knew Sonic and Spidey would be the death of me. Just not _quite _how I imagined it." Weiss jokes, attacking with the arrow-shooting Hawkeye on a flying Nevermore she summoned with her Semblance around the monstrous robot.

"Sheesh, and I thought Ultron Omega was ugly!" Hawkeye fires a mixed plethora of explosive and sticky foam arrows that fails to stun Superior for even a second.

"**They're definitely as powerful as them, but they haven't stabilized their power yet! Keep at 'em!" **Iron Man unleashes a repulsor array before unloading an all-out missile barrage on the merged robot.

"I will try my best, Iron Man!" Antoine's on the back of Superior, using his Spin Blade Ball Attack to try and cut off their spiked back.

"_**NOW THAT WE'VE COPIED YOUR DATA, YOU'RE ALL OF NO USE TO US." **_Superior launches the spines on their back as missiles that can track their opponents like Antoine, trapping him in a thick web net while the other missiles blow up into several web tendrils aimed at Iron Man, Hawkeye, and Weiss.

"MOVE, KID!" Hawkeye shouted, hurries the heiress to maneuver her Nevermore to dodge most of the tendrils with Iron Man assisting to blast them off them. "Keep steady so I can get a good shot!" The archer ordered her.

"Okay!" Weiss does her best to keep her summon steady enough for Hawkeye to shoot a stun arrow at the Octo Reactor, electrifying it to cause Superior to grunt in brief, non-threatening pain for a moment.

"Got 'em!" Hawkeye remarked, smiling.

"It's not enough, but we'll keep trying!" Weiss remarked.

"_**A BRIEF MOMENT OF VICTORY WILL INSTANTLY TURN INTO DESPAIR! THEN WE WILL SHOW YOU THE MERCY OF A SWIFT DEMISE!" **_Superior continues with the taunting, boasting they cannot be stopped.

With Qrow, he scours the city in his bird form for another powerless emerald, soon finding the third one ironically in a bird's nest, "Oh, hilarious. Got an emerald! What about the rest of you?!"

With Vision, he phases into an office building currently being evacuated into a safe floor from the digital nightmare happening outside and finds the fourth drained emerald, **"I was fortunate enough finding one of the drained emeralds. What about you, Ms. Cream?"**

With Cream, she flies on top of a rooftop with Cheese, who was super-happy picking up the fifth greyed emerald, "Chao chao chao chao!"

"Cheese found an emerald, Mr. Vision. We'll meet you all soon." Cream smiled.

During the main big brawl, some of the heroes' strongest allies like Thor, Captain Marvel, and Shadow unleash their full power to stall Superior Overlord for a little more, who quickly gets annoyed from their futile efforts. Meanwhile, Scarlet Spider, Blake, and Omega land on top of a rooftop closely next to Superior for their own little assault.

"Unlike you, jumbo scrapheap, I've accepted I'm a copy and made my own identity for myself! You're too pathetic to do the same, and now you've become a bigger monster than me!" Scarlet Spider mocked the metal monster, knowing what it's like being born a copy for a madman except he walked a different, more heroic path than descend into the void of hatred and rage like Metal and Mecha are experiencing right now.

"Everything you have planned was all on falsehood and deception, stealing others people's powers just to prove something you're not!" Blake glared, very angry with the metal monsters that they want to destroy the world just to prove they are the real Sonic and Spider-Man.

"**All weapons aimed at final targets! Objective: Eliminate Metal Sonic and Mecha Spider-Man!" **Omega aims and unloads his entire arsenal at the invincible machine.

"_**NONE OF YOU! NOT EVEN EARTH'S SO-CALLED MIGHTEST HEROES CAN STOP US NOW!" **_Superior slams their huge tail on the building Scarlet's group was on, but the clone spider was able to use his spider-teleportation on his squad and reappear in the sky. While Omega hovers and continues unloading missiles, lasers, machines gun-bullets, everything on Superior's body while Kaine and Blake dive to his reactors. Kaine unsheathes his stingers and goes ballistic on the Octo Reactor, while Blake strikes and shoots everything she could muster on the Arc Reactor. This annoying assault forces Superior to electrify his body and shock shadow couple off their body, crash-landing to the streets with some scratches and blood marks.

"Damn…How long can we keep this up?" Blake asked, panting from this exhausted battle.

"As long as we can! Where are those emeralds?!" Kaine shouted, growing impatient at this losing battle they're in against the ultimate overlords.

"_**YOU CANNOT STOP YOUR ABSOLUTE OVERLORDS! WE WILL BE THE MESSIAHS THAT WILL LEAD THIS WORLD INTO A NEW AGE OF FEAR AND DESTRUCTION!" **_Superior Overlord, boasted their power is absolute and unstoppable.

Only two emeralds left to find with limited time left, so it's up to Jessica Jones and Jaune Arc to get them and hurry back to the great battle at the ruined Avengers Tower. Jessica lifts a two ton police car with no discernible effort and toss it away like it's garbage to pick up the sixth dead emerald that was discarded underneath.

"Got you your emerald, guys. Luckily, you only get paid by the hour." Jessica joked, holding the powerless emerald in her hand.

With Jaune, the tired blond huntsman swam out of the cold East River after securing the final grey Chaos Emerald that was sent to the bottom of the sea. "I'm never taking a late-night swim again…but it'll be all worth it. Hold on, guys, I'm coming!" With the use of his Extreme Gear, Jaune, along with the other Chaos Emerald retrieving team, rushes back at their fullest speed to give the emeralds to other heroes to hopefully repower them as their key to defeating Superior Overlord.

**BGM End**

Speaking of the titanic robot, _**"ENOUGH!" **_Superior Overlord shakes the united heroes off their body, knocking them all crashing down to the streets and buildings seemingly defeated.

"What an unbelievable monster." Sonic remarked, annoyed and impressed with Superior's incredible strength.

"But we're not going to let you have your way!" Spider-Man declared.

The amazing webhead unloads a rapid-fire Web Barrage onto the metal monster, coordinating with Sonic as he uses some Homing Attacks against him. Some of the citizens hiding from the battle notices the Speed Web duo continuing to put up a good fight.

"It's Sonic!" A female child pointed.

"And Spider-Man!" A male adult noticed.

The duo's attacks proved useless quickly as Sonic was easily knocked away with a handslap and Spidey was almost skewered by a crystal shard. Still, the two are too stubborn to give up. Sonic runs up the wall of a building while Spider-Man swings around the flying dragon-spider, both unleashing whatever they have on the creature.

"_**BEGONE, INFERIOR PARASITES!" **_Superior smacks both heroes simultaneously back down with no effort whatsoever.

Thor lands right behind the speed web team alongside Hulk, Shadow, and Captain Marvel. "Stand back, my friends! We will hold them off to our very last breath! HAVE AT THEE, FOUL MACHINE!" Thor leads another all-out charge to buy a little more time for the others to regain their strength and gather the Chaos Emeralds.

"Yeesh! They know how to give a man a workout." Sonic joked even when they are outclassed.

"We can't give up! Just need to buy a little more time!" Spider-Man remarked, in no mood to give up now.

"I know! But Thor and the others can buy so much time! We need a new strategy!" Sonic responded.

"I know my luck sucks 99% of the time, but for ONCE, can something GOOD happen, 'cause we kinda need that miracle now." Spider-Man quipped, but praying they hear some really good news or else all hope is lost.

"Mr. Sonic! Mr. Spider-Man!"

The speed-web duo hears Cream's voice and turns around to see the little rabbit and her chao running towards them with something in her hand: A drained Chaos Emerald. "Me and Cheese found this. Here you go." She happily gives them the emerald, which makes one for the collection.

**BGM-Sonic X OST-Helen's Diner**

"Sonic! Spider-Man!" Hummingbird comes flying in with another Chaos Emerald to give.

Then comes Jaune jumping off his Gear to hand them the emerald he found, "Had to fish this one out from the East River. I know you two will put it to good use."

Soon, everyone else who found a discarded Chaos Emerald reunites with Sonic and Spider-Man to hand it to them. "We got all the emeralds. Now just think like computer programs and concentrate reinstalling their power." Nicole instructed the duo.

"I'm not too good with this stuff, but I'm sure only you two could get them to work." Qrow hands the duo his emerald.

"Everyone…" Spidey lowly responds, with he and Sonic feeling all warm-hearted by all this trust and faith everyone's giving to them.

"Hurry it up and take care of them, alright? I have other clients to attend to after this." Jessica Jones hands the duo her emerald as well as Vision doing the same.

"We've gathered them all. Now gotta concentrate." Sonic says, working with Spider-Man to take advantage of being in cyberspace to repower the Chaos Emeralds with their hearts and souls in full unison.

The other heroes not fighting join them, mentally doing everything they could to bring back hope they could win this fight while Thor's group keeps Superior Overlord distracted. Still, with all these heroes concentrating, the plan doesn't seem to be working. No spark of life coming from any emerald at all. But then…

"SONIC!"

"SPIDER-MAN!"

"SONIC!"

"SPIDER-MAN!"

The citizens of New Vale City join their cause, cheering the heroic duo on to do whatever it takes to defeat Superior Overlord and save their city. Suddenly, one of the emeralds start to glow and rise up, much to everyone's delight. "Power's returning to the emeralds!" Ruby remarked happily.

**BGM End**

**BGM-Sonic X OST-Super Sonic**

One by one, each of the seven Chaos Emeralds regain their power and rise out of their hands, taking Sonic and Spider-Man with them. With the emeralds' restored, there's only one thing left for them to do. The Speed Web Duo closes their eyes and concentrate, drawing the limitless energy from the Chaos Emeralds to transform into their respective Super Forms: Super Sonic and Super Spider-Man.

The bright golden glow was enough to interrupt the battle between Thor and Superior Overlord, with the latter in great shock their counterparts have gained their Super Forms from the emeralds, _**"IMPOSSIBLE! WE DRAINED THE CHAOS EMERALDS COMPLETELY OF THEIR POWER!"**_

"There's more than one way to gain strength! True power comes from the heart and belief in others!" Captain America told the metal menace.

"Max Modell believed cyberspace is the key to forge bonds around the world. It's like using social media. We're all connected through one global network, and when we come together for a common goal, it'll lead us to a brighter tomorrow." Tails said, remembering Max's words from his first visit to Horizon Labs weeks ago.

With their final hope restored, Thor gives the superior robot a cocky grin they should be worried about, "You hear that, machine? Your reign is over! Man of Spiders! Hedgehog of Speed! LEAD US TO THAT BRIGHT FUTURE!"

**BGM End**

**BGM-Sonic: True Blue Soundtrack- What I'm Made Of (2007 Mix)**

The Super Duo open their determined eyes in response to Thor's words and powers up, simultaneously shouting out, "LET'S GO!" chasing the fully-powered Superior Overlord into a dark cloud storm underneath the Global Cyberspace Barrier.

"_**JUST AS WE WANTED! THE TWO OF YOU AGAINST THE TWO OF US! LET US HAVE OUR FINAL SUPREME SHOWDOWN, OUR IMPERFECT DOUBLES…!" **_Superior Overlord declared this their final battle, confident that even their Super Forms won't be enough to defeat them.

'_Spider-Man, Sonic, this is Iron Man! Listen! There's no need to hold back! Cause as much havoc as you need to!' _Iron Man encourages the Super Duo to go all-out right from the beginning to finally defeat their imposters once and for all.

'_GO FOR IT, YOU GUYS!' _Ruby cheered.

'_With the Chaos Emeralds' power, you should be able to defeat them!' _Sally said.

Superior Overlord fires a barrage of crystals from their mouth as projectiles aimed at the duo. Super Sonic uses his speed to blast through the Crystal Attack to give themselves an opening. "We need to work together and use our full power to penetrate that invincible body!" Super Sonic advised his super partner.

"Okay! Alright you monsters, it's over!" Super Spider-Man joins the hedgehog in a united boost tackle that pushes the mega-robot back several feet in the sky.

"_**THAT WON'T STOP US…!" **_Superior uses the right side their three arms to launch an endless web barrage that doesn't damage the Super Duo because of their Super Forms, but does pushes them back and keep them at bay, _**"NOTHING CAN STOP US! DR. OCTOPUS AND DR. EGGMAN NO LONGER CONTROLS US. HOLDS US BACK. WE WILL FULFILL OUR PURPOSE DESTROYING YOU. NOW THAT WE HAVE REMODELED OURSELVES INTO OUR TRUE FORM." **_Superior uses each pair of their arms to fire repulsor beams, chaos magic blasts, and cosmic beams of energy, using the data of Iron Man, Scarlet Witch, and Captain Marvel respectively.

'_Hey! Those repulsors are copyrighted!' _Iron Man joked.

'_They're using our powers quite effectively.' _Scarlet Witch noted.

'_I don't like it when my powers are used against me!' _Captain Marvel remarked quite annoyed.

Even when using the power of the Avengers, it didn't slow down the Super Duo as they flew pass all their attacks to launch their own team-up assault. Super Spider-Man powers up forming energy Spider-Arms on his back to aid in his Super Crawler Assault on the Octo Reactor, working with Super Sonic who homing attacks every part of Superior's body at light-speed including the Arc Reactor, then they both use Spidey's web-slingshot to launch themselves and bounce off the robot's body in-unison, causing the monster to painfully roar as they're actually taking damage, _**"UWAAAAAGH…!"**_

'_Just keep going, you two!' _Yang cheered them on.

"Sonic! Doing okay?" Super Spidey asked, dodging the numerous homing missiles from the spikes on their back.

Super Sonic blitz through the spike missiles, causing them to explode a second later to give themselves some breathing room, "Of course! With you to the end!"

"_**WE'LL CRUSH YOU!" **_Superior uses the power of cyberspace to materialize into their hand a SHIELD Helicarrier to throw at them.

"A Helicarrier? Seriously?!" Super Spidey jokes, firing a beam strong enough to blow up the large ship, but this was all part of Superior's plan for an ambush attack.

"_**CHAOS CONTROL!" **_They induced Chaos Control to temporarily freeze time, teleporting behind the frozen Super Duo and strike them flying through the sky until time returned to normal.

"Did he just…!" Spidey remarked from their surprise Chaos Control move.

"They stopped time!?" Sonic remarked shockingly too.

'_Of course they would use Chaos Control!' _Shadow comments on the situation.

"_**WE'LL SKEWER YOU!" **_Superior shouts, launching more spikes to delay the heroes.

"You keep calling us your 'loathsome copies', but last we checked hedgehogs and spiders didn't look like fifty-foot tall dragons." Super Sonic grinned, ticking them off with his words.

Spidey also joins in on the fun taunting, "And we aren't made of metal. Or have some reactors as pacemakers. And we kinda came first, sooo…"

"_**WE ARE 'SONIC' AND 'SPIDER-MAN' PERFECTED. WE ARE MORE THAN YOU TWO WILL EVER BE! WE ARE-!" **_While Superior was too distracted ranting, that gave the Super Duo to utilize another team move: The Super Spinball Throw. Spider-Man quickly fires a giant triangular web to ensnare Sonic and uses him to relentlessly combo the screaming superior machine several times before slamming the web ball on their head before Sonic breaks himself free completely unharmed.

"If there's one thing you're better at us is that you two never shut up!" Sonic grinned, annoying the supreme robot.

"Time to show you two WE'RE the superior tag-team!" Spider-Man taunted.

"_**SHOW US! LET US SEE WITH OUR OWN EYES WHO IS TRULY SUPERIOR!" **_Superior then does something unexpected and surprising. Using the data they copied from Ruby, their multiple eyes temporarily go silver and unleash a blinding silver flash that knocks back the super duo several feet through the air.

"They can use Ruby's silver eye power as well?!" Spider-Man remarked in shock Superior Overlord has also become a "Silver-Eyed Warrior".

"But we felt that one! I thought it could only affect Grimm!" Sonic remarked, as even in their Super Form they felt the damage from the Silver Flash.

'_Have they gain so much power they can use that power on anyone?' _Qrow questioned, pondering this surprising revelation as it seems only Superior Overlord's own silver eye power could hurt anything, Grimm or not.

'_That's no fair! Using my own power to hurt my friends!' _Ruby remarked, totally angry with Superior now for using her power against her friends fighting for their future.

"_**A USEFUL TOOL TO VANQUISH MANKIND! SEE US, PEOPLE OF THE WORLD! BE AFRAID OF WHO WE ARE! WE ARE THE ULTIMATE SUPERIORS WHO LOOK DOWN ON ALL THAT IS PROUD, RULING THE BEASTS OF THIS WORLD AS THEIR ABSOLUTE BEINGS!" **_Superior Overlord broadcasted this fight across the world so the people could watch as they destroy their last hope.

Acting quickly, Sonic and Spider-Man perform another team-up attack: Maximum Light Speed Attack. Simply, Spider-Man using his Maximum Spider combo in conjunction with Sonic's Light Speed Attack, blitzing through the mega death robot while trapping them in a windy vortex and a series of webbing. Superior uses another Silver Flash to blind them and stop their assault so they could prepare their final attack. Raising all their hands to the air, they materialize a giant-sized meteor made of webbing and aims to throw it at the Super Duo, and New Vale City beneath them.

"_**THIS IS IT FOR MANKIND! WE WILL DESTROY IT WITH THE SAME METEOR THAT WIPED OUT THE DINOSAURS! THIS IS OUR WORLD! PERISH, AND MAKE WAY FOR OUR NEW ROBOT KINGDOM!" **_Superior Overlord hurls the giant Web Meteor straight down at New Vale City to be the first to be obliterated before the rest of humanity joins them.

Super Spider-Man and Super Sonic are the only line of defense against the giant, world-ending meteor. "WE WON'T LET YOU!" Spidey places his hands in front of himself to try and slow it down.

"THAT'S AS FAR AS YOU GO!" Sonic does the same motion, working with his webbed partner to slow down the cyber meteor.

Even in command of the ultimate power of the emeralds, the duo struggle trying to slow down the meteor. The people of the world begin to panic as it seems their end has come, but there are still some people that have faith in them.

'_Hang in there, SPIDER-MAN!' _Ruby shouted through their comm-link.

'_Hang in there, SONIC!' _Tails shouted.

'_We're counting on you both!' _Captain America shouted.

'_DON'T GIVE UP!' _Yang yelled.

'_Please do your best!' _Amy shouted.

'_SONIC! SPIDER-MAN!' _Iron Man yelled.

'_Sonic…Spider-Man…!' _Soon after, the people of New Vale City shouted out their names in hopes of cheering them on to never give up and gain the strength to win this cyber battle and beat their imposters.

"Can you hear them?" Spider-Man asked his speedy partner if he could hear the voices of the New Vale pushing them to become greater.

"Yeah, I hear them." Sonic responded to his webbed partner.

In a quick instant, they both power up past their limits with an enormous golden light that envelops the sky and blinds Superior as they charge up their ultimate team attack they once used on the Cosmic Egg-Octobot X a long time ago: The Light Speed Web Flash. Sonic goes into his spinball form for Spidey to grab with his two hands, charging him with energy and webbing.

"CHAOS…CONTROL!" The Super Duo yelled together. Spider-Man fires Sonic in a massive webbed, golden-blue energy that completely vaporizes the Cyber Web Meteor into nothingness thanks to Chaos Control and blasts straight through Superior Overlord with everything.

"_**GUWAAAAAGH…!" **_Superior roars in absolute pain as they could feel themselves breaking apart from that massive attack. _**"WHY…!? WE THOUGHT WE HAD IT ALL…! WE ARE THE ABSOLUTE KINGS OF ALL, METAL SONIC…MECHA SPIDER-MAN…WE ARE THE 'REAL' SONIC…THE 'REAL' SPIDER-MAN…!" **_Superior Overlord fell down from the sky in agony as their Global Cyberspace Field around the Earth disappears from their defeat as they are unable to understand how they could have lost.

"Looks like there's only ONE genuine Spider-Man and Sonic." Super Spider-Man poses in the air with Super Sonic as they both fold their arms in a cool fashion as they witness Superior Overlord's defeat.

"Looks like it's all over…FOR YOU!" Super Sonic mocked with a cocky grin as the world is freed from cyberspace and the people cheer loudly they were saved by their super teamwork.

**BGM End**

At the ruins of Avengers Tower and having been completely depleted of their energy and stolen data, a defeated Cyber Mecha Spider-Man and Neo Metal Sonic is crouched on the ground in hopelessness, trying so hard not to fall into a permanent shutdown mode as the depowered Spider-Man and Sonic rush over to them.

"**This is…the second time…" **Neo recalls the last time he was defeated in this similar manner as his body glows white and reverts back to ordinary Metal Sonic.

"**Why…Why can't we beat you?" **Cyber asked before he reverts back to plain ol' Mecha Spider-Man.

"It might be because we have a heart, a soul, and the drive to protect the people we love." Spider-Man replied, very snarkly at his double.

"And because, ya know, we're just plain awesome." Sonic joked with a smile as, at last, both Metal and Mecha fall into complete shutdown mode, totally decommissioned to never be a bother again.

**BGM-Sonic Heroes OST-Finale: Adventure Must Go On**

After a tiresome lengthy battle, the morning sun finally rises signifying the world has survived to a brighter future. "SPIDER-MAN! SONIC!" Ruby's voice could be heard from a mile away as she, Amy, and the rest of the united heroes arrive at the scene. "Guys! That was AMAZING!" Ruby was amazed from how awesome her friends were in that last attack.

"Haha – Thanks! They don't call me the 'Amazing Spider-Man' for nothing!" Spidey quipped.

"I don't think we want to stop an organic human-extinction attack again any time soon, though…" Sonic joked.

"From the looks of it, I think the fight is done." Amy said, spotting the decommissioned metal duo nearby.

Iron Man sighs a great relief the battle is over, **"Finally. I need to go on a vacation after all of this…**_**right **_**after I rebuild Avengers Tower…AGAIN."**

"You're the billionaire. It shouldn't take you that long." Hawkeye joked.

"Good job, everyone." Sally told the heroes for a job well done in their part saving the world from Superior Overlord.

"Whew. Case closed, boys!" Vector slumped onto the ground, exhausted from all the overnight battling.

"Another day, another world saved." Yang wipes the dust off her hands with a casual smile.

"We still have the world of midterms to worry about." Blake reminded both her team and Team JNPR about upcoming exams.

"Riiiiight…" Yang replies, acting all moody all of a sudden.

"Even with Beacon under repairs, they're still hosting exams we have to study for. Thanks for reminding us, Blake." Weiss groaned.

"Now I wish that giant meteor did hit us." Nora joked.

"What are we going to do with the dead 'superior' bots?" Spider-Woman asked what they're going to do with the defeated Metal and Mecha.

"Throw them in the trash, or in Anti-Venom's stomach." Scarlet Spider replied.

"_**I don't like motor oil." **_Brock quipped.

"Throw them in the incinerator." Cinder recommended.

Spider-Man simply yawns, "I don't care. It's sunrise. Time for bed. I got classes to make up for being dead for almost two days and have work in the lab. A spider's work is never done, or easy."

Sonic stands side-by-side with Spider-Man relaying his happiness on everything that has transpired, "Metal and Mecha's delusions of grandeur got knocked out of them. Ock's in prison. Eggman is still a crystal trophy for the Collector in space. The city's safe and the world is saved. I'd say today is already shaping up to be a good day!"

"Haha! Yeah!" Peter chuckled, watching the sunrise with his hedgehog friend in front of the other unified heroes after saving the world from evil once again. Proving to the world who is the one, true Superior Spider-Man and Superior Sonic the Hedgehog.

**BGM End**

* * *

**BGM-Sonic Heroes OST-Sonic Heroes**

**KFX Here: And with that, my friends, is the ending to Cyber Metal Madness. Very definitely "Sonic Heroes" inspired along with some "Sonic Adventure" and "Sonic Adventure 2" and even "Sonic X" thrown in the mix. Still made for a climatic finale, right? Everything came full circle. There are still some loose ends that will be covered in the "epilogue", and perhaps a hint of future stories and a new saga. Stay tuned for that. After that, I might take a short break from fanfiction. I want to focus playing Marvel Ultimate Alliance 3 (as of now, I just finished the Raft prison level. Game's good. Maining Spider-Man all the way.). **

**Superjoeyf721: I have no idea what you're talking about.**

**Question of the Chapter: As always when a story ends, what are your full opinions on Cyber Metal Madness as a whole? What did you like? Dislike? Give me proper criticism without coming off as an asshole? Would love to hear your thoughts.**

**BGM End**


	31. Epilogue: Plus Infinity

_Epilogue: Plus Infinity_

**One week later…In Peter's Apartment**

**BGM-Sonic Adventure OST-Welcome to Station Square**

Peter lies down on his couch, relaxing after going through a normal day of school and work. It has been a week since the superior defeat of the Superior Overlord. The city is safe. Cipher seemed to have been disbanded. And the world is once again at peace. Peter's eyes are closed while giving out a peaceful sigh of relaxation. His phone vibrates that prompts him to wake up and check what it's about. It's actually a tweet on Twitter from his new princess friend from Solkaria, Elise, who is trying out her new Twitter account and the person she followed is Spider-Man. Peter smiles and presses on his phone to follow her. He puts the phone down to relax again, but a second later, he is once again interrupted when he receives a call from Max Modell.

Peter reluctantly answers the call of his boss at Horizon Labs, "Hey Max. Is there something you need?"

'_I'm hoping you and Debra could come in tomorrow helping me work on a new Digitizer. Despite the last model was used for nefarious purposes and almost got the world destroyed, at the same time it was the key saving it. Not the type of "rigorous" test I wanted to put it through, but it proved to be a "mild success".' _Max told his intern, needing his help to create a new Digitizer.

"Sure, Max. I'll be happy to help. If it wasn't for you, Spider-Man and the other heroes would've never gotten the idea to recharge the Chaos Emeralds using cyberspace to save the world. You're a hero." Peter replied, being modest.

'_I'm just a scientist that wants to help. Saving the world is Spider-Man and the other heroes like the Freedom Fighters' job. I'll see you soon, Peter.' _Max hangs up the call, leaving Peter back to his relaxation nap.

"Now for some peace and quiet…" Peter relaxes his head on the "hand" of the couch.

"Not when you're living with me you won't get any." Walking into the apartment is the blond jokester Yang to check up on her boyfriend.

"Do you ever knock?" Peter joked, sitting up from the couch.

"I have my own key." Yang quipped.

"And what if I'm in the middle of dressing?" Peter quips back.

"Then I walked in at a good time." Yang teased, sitting next to her lovable jokester and gives him a one-armed hug for the two to be together. "Why so glum, wolf? Did Jameson yell at you again?" She asked, noticing Peter looks tired and a bit stressed.

"Among other things. Y'know, the usual 'late to class', 'worrying about rent', 'balancing my superhero duties with my normal life', and I have to complete Ruby's new Wispon for her birthday that she keeps reminding me to start early before the next world-ending disaster. Typical Parker lifestyle. Never gets old." Peter joked, with Yang noticing the uncompleted "Crescent Wispon" on Peter's work desk that he is building for her little sister.

"Awww. It makes me so happy you care so much about my family, and for others too. If Mecha Spider-Man wasn't colder than Weiss inside and out, he would've had a better chance against you and still fail." Yang teased, grateful and happy Peter has a big heart for others, which makes him superior to Mecha Spider-Man in every regard.

"I am glad that mess is over and he and Metal Sonic are just decommissioned scrap. And even though Mecha is gone, there's still some Cipher goons I need to take care of in the real world and cyberworld that I'll add on my never-ending to-do-list. Maybe I'll use Twitter to block them or something, or create tech to mimic the same effect in cyberspace…"

Peter rambled, which got Yang just casually roll her eyes from hearing his babble and shuts him up with a surprise kiss to the lips, which he genuinely accepted in a second's notice, "That should shut you up for a minute while I tell you everyone's meeting at Emerald Coast for a little relaxation under the sun."

"Oh yeah! Forgot that was today! That was the next thing on my list." Peter replied, forgetting about meeting his friends at the beach.

"You are such an adorable forgetful dork." Yang smiled, flirting with him.

"And that's what makes me the Superior Spider-Man." Peter quipped.

"Uh-huh. C'mere to figure out who's the superior kisser." Yang pulls him into a little make-out session with their lips on the couch.

**BGM End**

* * *

**Emerald Coast, New Vale City**

**BGM-Sonic Generations OST-Emerald Coast Act 1 (Blue Azure World)**

Sonic is also enjoying a nice little relaxation at Emerald Coast after saving the world from Superior Overlord. He relaxes on his beach chair wearing his beach eye mask underneath an umbrella giving him some shade, listening to some music from his radio. He's not alone on his little day off. His friends are also here having fun at the beach. Tails, Mary Jane, Jaune and Pyrrha are having fun swimming in the sea. Ruby, Cream, Cheese and Aracely creating a large sandcastle happily together. Nora and Amy creating a large sand hammer using the sleeping Ren as the base. And Knuckles acting as referee for a volleyball match between Weiss and Harry against Kaine and Blake.

"Heeey! We're here! Sorry we're late!"

Sonic opens his eye mask from hearing Peter's voice, seeing him and Yang have finally shown up at the beach resort to hang out with their friends. "What took you two so long?" Sonic asked the couple.

"Sorry. My fault. I dragged Peter into an emergency CPR practice session in case one of us might drown." Yang joked, subtly telling the hedgehog the two got "intimate" with each other.

Sonic chuckles, understanding the secret message, "I getcha. Luckily you're not the last ones here. Lucina, Axl, and the Skyworld Duo won't show up for another few minutes."

"Don't know why we invited them to our little after-party since they were pretty absent during that cyber crisis." Peter remarked, wondering why his other-dimensional heroes never really showed up when Metal and Mecha were causing havoc on the unified world.

"They have their worlds to protect. We got this one. Our next adventure awaits. But until then, let's take this day to relax and have a little fun under the sun!" Sonic smiled, giving the couple a joyful thumbs-up.

"That's why we're here. Having fun and getting ready for a bright future." Peter smiled too, sharing a fist-bump with his hedgehog bro.

"Hey! Sonic! Peter! Yang!" Knuckles shouted out their names to get their attention while holding a volleyball. "Come her for a little two-on-two volleyball action! Me and Sonic versus Pete and Yang! Time to prove which one of is the superior powerhouse, blondie!" The red echidna powerhouse challenged the blond huntress brawler to a volleyball match.

"Bring it on, Knucklehead! Hope your skull is as hard as your ego when I smack the ball right at it!" Yang quipped, accepting his challenge.

"You guys may be strong, but in speed, you're inferior." Peter smirks, joking at the power duo.

"Got that right. The two of us would mop the BEACH with either of you with our amazing speed." Sonic smirks as well, standing with his spider-pal to tease Knux and Yang.

"Ohhhhh! Is that so?!" Knuckles scowled.

"How 'bout this?! Us two versus you two! Power versus speed! Right here, right now!" Yang challenges the speed web duo to a new challenge.

"Alright! LET'S GO!" The Speed Web Duo accepted the challenge, running to the volleyball court to take on the Power Brawlers in a game between speed and power, having fun no matter who wins or loses.

**BGM End**

* * *

**Elsewhere…**

**BGM-Breath of Fire 3 OST-Dragon Slayer**

In a seemingly empty warehouse dimly-lit that holds stolen goods like StarkTech, Rings, and Dust lies a lone table at the back of the building holding a silver-colored mask with large ears with white and black circular patterns on the inside, with the right ear being black with white circular patterns and the left being white with black circular patterns. The left eye is visible through a red visor while the right eye is covered by a black lightning bolt-shaped piece, similar to an eyepatch.

A mysterious, yet familiar voice echoes through this lonely chamber as they begin to menacingly monologue about recent events, "Three times…three times in a span of a few weeks I have been _humiliated _by that _meddlesome _bug. I am supposed to be the _ultimate_…unbeatable…but my scarred right eye says otherwise…I need _power_…_More _power…UNLIMITED power…"

That mysterious voice actually belonged to Captain Jackal, the disgraced leader of the Jackal Squad that lost his right eye in his last battle against Spider-Man and the other heroes down in Cipher's secret hideout a week ago. He slowly walked out of the shadows to the silver metal mask lying on the table. He picks it up and wears it over his head with his yellow left eye looking through the red visor portion of his new mask.

"Sooner or later, I will find this power and get my revenge on _everyone _who has embarrassed me. The Spider. His friends. Even that blue hedgehog has much to answer for. They will all fear me. Tremble before my power. The possibilities…are _infinite_." Captain Jackal said darkly and menacingly, seeking revenge against Spider-Man and the other heroes, promising to them the next time they fight, the terror he will unleash upon them with be infinitely worse than what Superior Overlord dealt to them.

**BGM End**

* * *

**Somewhere else at…Angel Island?**

In a world unlike Mobiant Earth, Angel Island is doing what it normally does: Floating high in the sky thanks to the Master Emerald. Until suddenly, it wasn't floating high in the sky and fell into the ocean below. But the Master Emerald hasn't been stolen or broken. A certain red echidna would've been the first to notice that. Perhaps it might have to do with that magenta icosahedron ruby with black ripple patterns along its surface that suddenly appeared on the island from a mysterious portal sharing the same ominous color.

* * *

**BGM-Sonic Heroes OST-Sonic Heroes**

**KFX Here: And that was the epilogue for Cyber Metal Madness, the first story of the "Infinity Trilogy" also known as the "Phantom Ruby Saga". This story also served as an origin story for Captain Jackal, soon to be called "Infinite" when we see him again in a Sonic Forces adaptation. I should say this NOW: When I do get to the Sonic Forces adaptation, it won't be COMPLETELY like the original game. There won't be any Resistance, or War for the planet, or Tails being pathetic. It'll most likely be an original story that'll take some elements from Sonic Forces. More on that later when I start that one. Next story after this? I kinda already hinted at it at the end there. Just get ready for a potential mania.**

**Shoutout to superjoeyf721. Happy birthday!**

**Question of the Chapter: Compare Cyber Metal Madness to my other stories. How would you rank it in the United Heroes Series?**

**BGM End**


End file.
